Life In The Dead End
by Insecticon
Summary: (TFP: Invasion Series) With one of Team Prime's new members ready to deliver, protoforms are needed for the new sparks. Old rivalries come to a head between Jazz and Barricade as the Bots and Cons battle at the Harbinger for its remaining protoforms before time runs out, while their human allies and the younger Bots learn about life before the Great War. Intense combat action!
1. Prologue

**I didn't expect that this story would need a prologue, but it started developing after I got partway into the flashback - and boy there's a lot of story! Looks like I have to edit the story description now, too...**

**I still don't know what episode number this will be just yet, but it will probably be at least a third of the way into the series. **

* * *

"Jazz, I need to speak to you. In private."

Ratchet's expression said everything Jazz didn't want to hear. He got up and wordlessly followed Ratchet into the reinforced hangar that had been redesigned to serve as the Autobot's new hospital and medical research center.

"Is she . . . gonna be okay?" Jazz asked uneasily, looking over at the respair berth on which Shiftlock was lying, connected to diagnostics equipment.

"Well, yes and no," Ratchet answered. "Her systems are perfectly fine, and her spark frame is in surprisingly good condition despite its unique composition."

"So what's the 'no' part of bein' okay?" Jazz asked curiously.

"She's going to cease being okay unless we can find a protoform soon," Ratchet explained.

Jazz just stared, dumbfounded.

Ratchet patted him on the shoulder. "Congratulations. Looks like she'll make a decent mech out of you yet."

* * *

_**Insecticon Presents:**_

**LIFE IN THE DEAD END**

_A Transformers Prime: Invasion Story_

* * *

"Woman!" Jazz exclaimed, following after a very unhappy looking Shiftlock as she stomped back into the command center of the base, "you have some explainin' to do!"

"There's nothing to explain that Ratchet hasn't already told you," she curtly retorted.

"Oh I think there's a _lot_ more that needs explainin'," Jazz continued, growing more and more irritable. "Like how in the world you got _sparked_ when we haven't been together since the exodus!"

"Whoa, wait, _what_?!" Arcee interrupted, holding her hands up as if to stop the conversation long enough to grasp what she just heard. She stared up at the both of them. "Shiftlock, you're _sparked_?"

"Wow, Shiftlock's sparked?" Smokescreen asked, ducking into the command center from the hangar doors, a huge grin on his face. "Congratula-" He stopped mid-word, noting the looks on Shiftlock and Jazz's faces as they glared at each other, Shiftlock standing stiffly, armed folded, looking away from Jazz, who all but bristled with anger and betrayal. "-tions," he finished, the grin melting off his face.

Ratchet gently moved Smokescreen out of the way as he followed the couple into the command center.

"Jazz, you don't understand," Shiftlock vented, looking troubled, her tone softening.

The black and white mech backed off, the indignation vanishing with the thought that it wasn't unfaithfulness that might have caused the sparking. His tank churned. "It's not... Those Decepticons didn't _do_ something to you, did they?" he asked apologetically, reaching out and placing his hands on her shoulders, turning Shiftlock to face him.

"I'm going to have to bolt the both of you to the floor next time!" Ratchet snapped, shaking a fist as he stalked up to the couple.

Smokescreen cautiously entered behind Ratchet. He decided to stay well clear of the potential explosion in the middle of the room. Arcee wisely remained at a safe distance near the communications array.

"If you both had just _waited_ a moment before storming out of the medical bay, I could have provided an explanation!" Ratchet groused, walking over to the two. "Jazz, do remember what I told you about Shiftlock's spark frame back on Cybertron?"

"Yeah," Jazz answered somewhat numbly, trying to get control of the turmoil of emotions storming through his mind. "You said it was defective."

"That's what the Guild assessor said about it too," Shiftlock added as Jazz put an arm around her and pulled her closer to him. "That's why they tried to kill me."

Arcee and Smokescreen looked at each other, then back at the trio in the middle of the room.

"Well, it turns out we were all wrong," Ratchet continued. "Her frame isn't _defective_, it's **unique**. I wouldn't have believed it myself unless I had just finished the examination myself, but it appears that Shiftlock's spark frame is capable of _suspended generation_."

"Suspended generation?" Jazz asked, not sure he was hearing that right. "You mean she can just press a pause button on things?"

"That's correct, in a manner of speaking," Ratchet said.

Jazz looked at Shiftlock. "I'm sorry," he murmured, holding her to his torso plate. "I overreacted."

"All things considered, it's understandable," she whispered back. "It's all right."

"So it's...?" Jazz grinned.

"All yours," Shiftlock whispered, her expression lightening at last.

"Unfortunately Shiftlock cannot suspend a sparking indefinitely," Ratched continued, ignoring the public display of affection. "It appears she is coming to the limits of her capabilities, impressive as they may be. We're going to need to find a protoform for her to download the new spark into... or we may lose mother and child both."

So much for a moment of happiness. Jazz hung his head. "I _knew_ there was gonna be a catch."

"Somethin' going on in here, Ratch?" Bulkhead asked as he made his way into the hangar, the large green Wrecker asked with a note of concern. Miko, Jack, June and Rafael filtered in around his legs. "I heard shouting all the way outside."

Bumblebee pushed open the other door of the hangar and made his way inside, noising his concern as well.

June noticed Shiftlock and Jazz in an embrace and looked away, blushing faintly. "Oh! Did we come at a bad time?"

"No, no, Mrs. Darby," Shiftlock reassured with a nervous chuckle as she and Jazz disentangled their limbs, "you're fine-"

"Shiftlock's sparked, Bulkhead!" Smokescreen cheerfully announced.

"Well let's just send out some fancy printed announcements to everyone we know!" Jazz sarcastically quipped, exasperated at how quickly the news was spreading.

Bulkhead's optic ridges nearly shot up over the top of his head. "You're sparked!? I knew you two were happy to see each other but-"

Bumblebee interrupted with excited whirls, clicks and beeps as he quickly made his way over to Shiftlock, patting her on the back - and giving Jazz a thumbs up while waggling his optic ridges.

"Sparked?" Rafael asked. "What's that?"

There was a sudden uncomfortable silence among all the Autobots as they looked at Rafael, then each other. Cue the embarrassed mumbling, looking away and gesturing among all of them.

"Oh! Well, uh, you see-" Jazz stammered, rubbing the back of his neck.

"Why are you all looking so nervous?" Miko demanded, hands on her hips, tapping her foot.

Bulkhead cleared his throat and tapped his fingers together, taking a deep vent and preparing to give 'the speech', "Well, Miko, when two Cybertronians love each other very much-"

June's eyes widened, catching on. "Is this a conversation we should be having in front of the children?" She instinctively covered Raf's ears with her hands.

"It's okay Mrs. Darby, I've taken health class," Rafael explained, gently pushing aside June's hands. He smiled up at Shiftlock. "I'm guessing that being sparked is like being pregnant?"

"That would be correct," Ratchet said.

June's hands went to her mouth as she gasped, eyes brightening. "Oh Shiftlock dear I'm so happy for you!" She clapped her hands together. "We need to prepare! Do Cybertronians have baby showers? How long will it be before you have the baby? Oh I've never seen a Cybertronian baby before! I bet it's just going to be adorable!"

"Uh oh, Mom's gone into baby mode," Jack muttered, taking a step back.

"Baby mode?" Smokescreen asked, puzzled. "Is this part of how humans make new humans?"

"No!" Jack shouted, waving his hands. "It doesn't work like that-"

"Do giant robots even _have_ babies?" Miko asked out loud.

"We do reproduce, but it's not in the same way the organic life forms on this planet do," Ratchet explained. "We don't generate tiny versions of ourselves that pass out of our chassis and then progressively enlarge themselves. Two Cybertronians can temporarily merge their sparks as an expression of great love and affection for one another. Sometimes when this occurs, the blending creates an entirely new fragment of shared spark data, individual from both of the protoform batch initiators. Over time the new spark fragment, fed on the energon of the one carrying it, develops into a fully independent individual. At that point the spark frame of the carrier is becomes too small to hold both, and the new spark must be transferred into a blank body shell - a protoform. The protoform then reads the spark data and transforms itself into the new Cybertronian."

"Well now I'm _jealous_," June replied. "That sounds a lot less painful than giving birth."

"What's giving birth like?" Arcee asked, curious.

"Long, tiring, painful," June explained. "I was in labor with Jack for seventeen hours."

"Mom!"Jack protested under his breath.

"Oh don't be so embarrassed, honey, it's just the facts of life," June smiled. "If I wanted to really embarrass you I'd bring in your baby pictures."

Jack looked horrified. "No, no, that's fine-"

"Oh, I dunno, I think I'd like to see Jack's baby pictures," Arcee said, teasing.

Jack threw his hands into the air. "And now you're betraying me too, Arcee?!"

The others chuckled faintly, save Ratchet and Shiftlock, who only smiled.

June cleared her throat. "So how long is the gestation period?" she asked Ratchet.

"Well, that's where things get a bit unusual in Shiftlock's case. Normally it's only a few of your earth months, depending on how much energon is available to the carrier, the process is automatic," Ratchet said. "However, Shiftlock's frame is uniquely gifted with the ability to suspend the gestation, though apparently not indefinitely."

"So how long are we talking here?" Arcee asked, looking at Shiftlock curiously. "From what was said earlier, she and Jazz hadn't been-" She glanced over at the children and mentally corrected herself, "-_together, _since the Ark left Cybertron."

"Well," Ratchet murmured, as if still unable to believe it himself, "The date in her systems would place the time of sparking somewhere before the Great War began."

This statement garnered a collective "WHAT?!" from the other Autobots, save Ratchet and Shiftlock. Bumblebee's alarmed noises mixed in with the shout.

"Wasn't that millions of years ago?" Jack asked, wide-eyed.

"I am no longer jealous," June murmured, surprised.

"Did you _know_ you were sparked?" Jazz asked Shiftlock, stunned by this information.

"Of course I knew. I was prompted by my internal diagnostics on whether to suspend or continue. I just chose suspend," Shiftlock replied.

"So you fought through the _entire_ Great War while _sparked_?!" Arcee asked, incredulous and even slightly angry._  
_

"AND you joined the Wreckers?!" Bulkhead added, equally shocked.

"You know I'm not afraid to take risks, but that's pushing it a little _far_, don't you think?" Smokescreen frowned.

Bumblebee beeped and whirled at Shiftlock, concerned, as if to ask what had been going through her mind to take such a risk.

"You don't understand!" Shiftlock protested. "I wasn't an Autobot when it happened!"

"Well, technically no one was before the Great War, the Autobots didn't form until the Decepticons started their bombings," Smokescreen replied.

"_I WAS A DECEPTICON_!" Shiftlock shouted in frustration, turning away from the others and walking away from the group. Her sudden outburst quieted the room for a brief period of time. Smokescreen, Bulkhead, Bumblebee, Arcee and the present humans looked surprised; it was not something they had known about Shiftlock before. Ratchet's expression tightened in understanding and remembrance. Jazz looked across the room to his mate, putting two and two together.

"Whoa, she was a _Con_?" Miko asked, glancing over at Shiftlock with an expression somewhere between caution and admiration.

"Yeah," Jazz replied. "So... it would have been around the time we had that fallin' out for a bit."

Shiftlock sat on the floor, her back to the others. "I couldn't tell you then," she said, morose. "I'd just been branded and you were busy helping Optimus prepare for what was coming."

"Branded?" June asked, blinking. "The Decepticons _branded_ you?"

"No," Jazz said, "The Enforcers did. It was part of the Decepticon Registration Act. Anyone who disagreed with the caste system, spoke out, or just generally didn't go with the status quo, got the Decepticon emblem branded onto them, whether or not they were like Megatron and his goons."

"That sounds like tyranny," Jack stated, frowning, looking over at Shiftlock - and the Autobots - in a new light, and with new questions on his mind.

"It was," Ratchet replied somberly as Jazz walked over to Shiftlock, sitting down next to her.

"So the Decepticons were revolutionaries?" Jack asked. "They didn't just start out as bad guys?"

"That's hard to imagine," Smokescreen said, looking over at the couple. "I mean, all I've ever known is fighting murderous, evil, war-mongering Decepticons."

"That's because you, Bulkhead, Bumblebee and Arcee were all sparked during the war," Ratchet explained. "You aren't old enough to remember how Cybertron used to be, before the conflict started."

Raf moved away from the others and jogged over to Shiftlock, coming to a stand at her side. "For what it's worth, it doesn't matter to me if you used to be a Decepticon. You're an Autobot _now_, and that's all that counts."

Shiftlock couldn't help but smile at Raf's encouragement. "Thank you," she said softly. Though she initially questioned having human young present on base, she was beginning to appreciate them.

"You gotta lotta nerve to hide this for as long as you did," Jazz said, chastening Shiftlock. "How long were you plannin' on not tellin' me?"

"Until the war was truly over and we were somewhere safe," Shiftlock answered, looking at the wall.

"But what if you'd been seriously hurt?" Smokescreen asked, still irritable with Shiftlock. "You weren't just risking your own life!"

"How is that any different from anyone else that ever went into battle? How is that different from any commander who had to send their troops into what would be suicide missions, knowing that someone had to do it or even greater loss of life would occur?" Shiftlock snapped back, looking over her shoulder at Smokescreen.

"The soldiers that went into battle made a conscious decision to do so," Arcee calmly added, siding with Smokescreen.

"And what was I supposed to do?" Shiftlock asked, temper starting to rise again. "_Not_ suspend generation while I was part of the Decepticons? How do you think _that_ would have ended?"

Smokescreen looked down, silenced in his argument.

A mild gust of wind blew through the open hangar doors, and Bumblebee got up, moving to close them. Miko kept close to Bulkhead, who just listened and thought about what was being said - how he would feel in either Jazz or Shiftlock's position. June put a hand on her son's shoulder, looking at her son with thankfulness for his safety, while Jack looked on, staying out of the argument. What could he add?

"Couldn't you have just un-paused yourself after you joined the Autobots?" Jazz asked.

"And give you even more to worry about?" Shiftlock asked. "Prime needed your skills to help him through the war. Who else was going to head up Special Forces? I didn't want to make you lose focus. Jazz, I trusted in you, in your ability to survive, and to help others survive. To make it through the war in one piece. I believe you trusted me to do the same, or you wouldn't have let me join the Wreckers. You wouldn't have let me stay behind on Cybertron long enough to help everyone else stranded there to get away. I believed we'd see each other again, and when it was safe, _then_ and only then could I have told you. I ... I wanted to give our offspring a chance to grow up safe and free."

Jazz vented and leaned against Shiftlock, pulling her close again. "The only thing that's gonna kill me is the spark-attacks you keep givin' me."

"While it's nice that we've all come to terms, there is still the matter of finding a protoform for the new spark. Shiftlock's at an advanced stage of generation and the process is completing itself rapidly. We may have only a day or so at most before spark separation is critical," Ratchet said.

"See? Like that," Jazz added.

Bumblebee buzzed and whirled, walking back over to the middle of the command center.

"Prime's with Ultra Magnus, Prowl, Captain Fairborne and Agent Fowler right now," Arcee replied. "They're still trying to finish coordinating moving the equipment and remains of the second Autobot base from Canada to here. They're operating under radio silence right now to keep the Decepticons from ambushing them during the move."

"We'll update them when it becomes possible to do so," Ratchet said. "But we'll have to act to secure a protoform on our own until then."

"But where are we even going to _find_ a protoform?" Smokescreen asked.

"I think I have an idea on who might know where to get some," Bulkhead said. His face drew into a scowl. "_Starscream_."

Ratchet blinked. "Of course - that would explain how you managed to destroy him aboard the Nemesis, while he reappeared, flight-capable again, later on."

"You think he cloned himself using a protoform?" Arcee asked.

"There could have been protoforms aboard the Harbinger," Ratchet mused, thoughtful. "We never had time to fully explore it while it served as our temporary base."

Jazz stood up and turned to face the others, walking back towards them. "Well if there's even a chance we might find somethin' on that hunk of Decepti-scrap, we outta go check it out, because the only other option is a trip to Cybertron. All right! Arcee, Bumblebee, you're with me. Ratchet, can you open us a ground bridge to the Harbinger?"

"I believe I still remember the coordinates," Ratchet said with a nod, walking over to the ground bridge controls opposite the communications console.

"What about me?" Smokescreen asked, wanting to get in on the action.

"Smokey, I need you 'n Bulkhead to stay here in case somethin' goes wrong," Jazz explained. Smokescreen looked quizzically at Jazz.

Shiftlock offered her hand to Raf, who climbed onto it. She lifted him to her shoulder as she got to a stand, where Raf took a seat and held onto the edge of her right shoulder pauldron.

Jazz leaned over and added, "Besides, if Shiftlock decides she's gonna try to go fight someone, you're the only one fast enough to catch her, and it's gonna take Bulkhead sittin' on her to keep her in one place."

Smokescreen blinked. "I hope you're not serious-"

"Hey!" Shiftlock interjected.

"Oop! Ratchet, better get that ground bridge goin' before she makes herself a widow!" Jazz grinned, slipping over to the staging area near the ground bridge, which Ratchet was now powering up.

"Be careful Bee!" Raf called.

Bumblebee looked between Shiftlock and Raf, and whistled.

"I'll look after him, Bee," the femme Wrecker said. "I gotta start practicing looking after a young one, don't I?"

Bumblebee responded with something that sounded a lot like laughter.

"The coordinates are set!" Ratchet called as the bright green vortex of energy irised open at the end of the ground bridge platform.

Acree and Bumblebee transformed into vehicle mode and revved their engines.

"Don't you worry, honey! I'll be back in two turns of an engine!" Jazz called to Shiftlock, as he transformed as well, leading the other two Autobots into the ground bridge, disappearing into the spiral of energy at the end before it shuttered closed.

"Well," Ratchet said, "I suppose all we can do now is wait-"

Raf cried out in alarm. Shiftlock was losing her balance and crumpling to the ground.

"Raf!" Jack, Miko and June ran forward. Smokescreen quickly scooped up Raf as he pitched forward; Bulkhead and Ratchet immediately rushed forward as well.

"What's happening?" Bulkhead asked, trying to help the femme up. "You okay?"

"Thanks for the save," Raf said to Smokescreen, catching his breath, still shaken from his split-second free fall. The silver Autobot set Raf down next to the other children.

"I'm losing control of my legs!" Shiftlock blurted out, unable to stand.

"Is that normal?" June asked.

"It means that the new spark is beginning to separate. It's pressing against her frame and cutting off signals to her lower extremities," Ratchet explained as he and Bulkhead turned Shiftlock over.

"Do we need to boil some water or something?" Miko asked, ready to jump in, wishing she could help.

"Why would we need to boil water?" Jack asked.

"I dunno, don't they always say something about boiling water in the movies?" Miko replied with a shrug of her shoulders.

"Is there anything we can do?" Smokescreen asked Ratchet, tensing his servos.

"We just need to make her comfortable, there's nothing we _can_ do until Jazz and the others return with a protoform," Ratchet said as he and Bulkhead finished righting the fallen femme. "Having some diagnostic tools would help - Smokescreen, go to the hospital hangar and get the first aid kit. I'll be able to keep tabs on her progress more easily."

"Right, on it!" Smokescreen was up on his feet and hurrying out of the command center.

"You can do this, Shiftlock. You've been through worse," Bulkhead encouraged, letting Shiftlock lean up against him as he sat.

"Aaaugh, this feels _weird_," Shiftlock moaned.

"Is this your first time?" June asked, walking over to Shiftlock's side.

"Yes," Shiftlock nodded, her engine cycling higher, audible now.

"Okay, Shiftlock, I want you to take slow, deep breaths," June stated firmly, placing her hands on Shiftlock's servo.

"Nurse Darby, I don't think that's really going to help," Ratchet sighed in exasperation.

"It will give her something to focus on to help her stay calm," June explained, looking Ratchet square in the eye.

"Man, I hate just having to sit here and watch and not be able to _do_ anything!" Miko shouted, gesticulating.

Ratchet thought for a moment and suggested, "Keeping her focused and her mind active _would_ be beneficial. She doesn't need any further stress at this point. That may speed up the process prematurely."

Smokescreen rushed back in, bringing a sealed white case and setting it next to Ratchet. "Got here as fast as I could."

"Maybe a puzzle or a game? Some TV?" Jack suggested, trying to think.

Ratchet opened the kit and began taking out the scanning tools.

"What are we doing now?" Smokescreen asked.

"We're trying to give Shiftlock something to keep her thinking and calm so she doesn't stress herself out," Bulkhead explained.

"I have a suggestion, actually, if Shiftlock doesn't mind," Raf began. He looked up at her. "Would you mind telling us what Cybertron was like before the war?"

"Or how you became a Con?" Miko asked, really fascinated by that part.

June smiled at the good suggestions and added, "Up until this point I didn't realize Cybertronians had families. What about how you met Jazz?"

The suggestions brought back memories that made Shiftlock's expression lighten through her sudden discomfort and fatigue. "I think I can cover all that at the same time."


	2. Chapter 1

**Looks like this is getting a partial re-write and an extension! I really have to get my plot bunnies under control...**

**_(For soundtrack-based fun, look up and play "Vegas, Baby" by Blue Stahli when the chase begins, and "Leadfoot Getaway" (same artist) when the action goes underground!)_**

* * *

"The first time I met Jazz," Shiftlock began, "it was in Kaon, in the entrance to the gladiatorial combat arenas. . . "

xXx

"**I'll fight in the match!**"

The eyes of the Kaonian gladiators turned towards the voice at the back of the hall.

Standing near the doorway, the newcomer wasn't anything they expected. Copper-orange and black, a Cybertronian speeder by identifiable alt-mode components, standing as tall as the average mech, was a young femme. She had no visible weapons, she carried nothing with her. What function she'd been assigned at sparking was unclear, but from the scratches, worn paint, and various dings on her frame, she wasn't living an easy life.

The miners, racers and heavy laborers burst into laughter.

"What, a _femme_, here?"

"Go home, sweetspark, this ain't a dancitron!"

"Maybe she's gonna try t' _frag_ her way to the top!"

"I'M SERIOUS!" she shouted over the crowd, not moving an inch.

A black and white mech looked out from among the crowd, and made his way to the back, weaving through crowd of current and soon-to-be gladiators. There was a look of concern on his face, despite his eyes being hidden away behind a blue visor. He approached the orange and black femme and gestured for her to come over to the corner of the room with him. The other gladiators, still laughing among themselves, went back to ignoring her.

The look on her face said it all: she was furious at having been so casually dismissed and she was resolute about taking any of them on in the Pits. Her blue optics scanned the crowd, hoping to see at someone that wasn't looking away, laughing or pointing at her. They came to a rest on the black and white mech who was looking back at her without a hint of mockery. He gestured to her, trying to get her to come speak to him. She hoped he was a promoter or sponsor that might give her a break. If he wasn't, and tried anything funny? She was certain she could take him.

"Girl, you are gonna get yourself _killed_," the mech said quietly, the concern in his voice obvious. "What is goin' through your processors?"

"Exactly what I said. I want to fight," she replied firmly.

"_Why_?" he asked.

"I need the shanix," she explained. "It's this or I sell my body at the Relinquishment Clinic, and that's not an option for me. No one wants swap sparks into a defective frame."

"And you think you're gonna do better with a defective frame fightin' in the _Pits_?"

She was unflinching as she continued. "It's this or I shut down from lack of energon. If I win, I can live. If I die, at least it's fast."

The explanation made sense.

Jazz didn't like it one bit.

xXx

"What's a relinquishment clinic?" Raf asked.

Ratchet ran the scanning beam over Shiftlock's upper body. "A nasty form of body tourism," he explained. "Before the war, every Cybertronian was assigned a job based on their alternate form as part of the caste system. The rarer your form, the more freedom you had, and the more you could earn, but if you had a common form, you were assigned to the lower castes, where you were not much better off than slaves. Relinquishment clinics sprung up as a means of allowing a Cybertronian to rent someone else's body to experience a different life. It preyed upon those who had fallen on hard times or had lost their jobs. They would sell their bodies while their sparks were kept in stasis. If you had enough money, you could buy someone else's body for a chance at a better caste."

"But what would happen to them?" Raf asked.

"They would be left with yours," Ratchet said. "And whatever caste or problems you left behind."

June walked over to the seating area reserved for herself and the children while they visited the base. "Miko, Jack, can you help me carry some chairs over?"

"Oh, sure, mom," Jack answered.

"Sure thing Mrs. D," Miko piped up, as both of the teenagers trotted over to give June a hand.

"So were you pit fighter, huh?" Bulkhead asked Shiftlock.

"Well, not at first," she said, looking up at Bulkhead. "Jazz talked me out of it."

xXx

The femme stared at the energon cube in her hands. Jazz was certain she needed it, but it was almost as if she couldn't bring herself to drink it.

"It ain't poisoned or drugged, if that's what you're thinkin'," he reassured with an easy smile.

She glanced at it again, then cautiously back at him. "And what do I have to do to pay you back for this?"

"_It's free_," he explained, mildly exasperated. _Trust issues much?_ he thought to himself, wondering what sort of life she must be living to question someone willing to share such a small amount of energon.

"Thank you," she muttered quietly, unable to look him in the eye. She forced herself to drink it slowly when in reality she wanted to down it all in one shot and eat twenty more.

Jazz leaned back against the sidewalk bench outside of one of the better areas of Kaon (not that any part of Kaon was all that nice to be in), watching the sun set over the rust-orange skies of the Badlands in the distance. He glanced over the femme seated at a cautious distance from him. She reminded him of a gearhound that had been beaten once too often - flinching, cautious, ready to bolt at a moment's notice. He'd seen his fair share of cases like this on patrol, and it bothered him each and every time. He just couldn't manage being as coldly analytically as Prowl. His spark ached every time he saw the hell that the low-castes somehow managed to trudge through every day of their lives.

"My name's Jazz. What's yours?" he asked, trying to be friendly.

"I don't have one," the fembot replied, setting the empty cube down in the space between them.

That left Jazz puzzled. "What do you mean you don't have one? Everybody's got a name. It's part of your function assessment."

"Yeah, well, I never got one of those either," she murmured, eyes to the ground.

Jazz straightened up at the bench, now paying rapt attention. This pertained to his job as a cultural investigator and security officer, not just as one bot trying to help another out. He wondered if she was lying. Sometimes a bot would do that if they were embarrassed with the name or function they were assigned.

"Y'know, if your name ain't all that great, you can always give yourself a nickname," he offered, keeping his voice low, "and there's no need to embarrassed about your function. Your function don't make you who you are." He didn't dare say that out loud in Iacon or Vos. Such talk was radical thinking.

"I'm not lying. I don't have a name or a function," she said. "If I _did_, do you think I'd look like this and hang around gladiator circuits hoping to get engaged in death matches to make a living?"

She had a point.

"Strange," Jazz said. "So, you gotta nickname? Something I can call you besides 'femme' or 'hot stuff'?"

It's a good thing she had finished drinking the energon because she looked as if she would have done a spit-take. Her optics widened and her powerlines flickered, flustered. She seemed to hunch away shyly. "Well, I kinda . . . picked out a name. For the fights, I mean, seems silly to sign up as 'nameless combatant number whatever'. I-it's stupid," she said.

"It can't be all _that_ bad. Your name ain't 'Busted Gasket' or 'Muffler Bearings', is it?" Jazz offered, trying to cheer her up.

She bit her lip and tried not to snicker, a smile spreading across her face in spite of herself. "N-no, no, it's not that bad! It's Shiftlock. I call myself Shiftlock."

xXx

A chorus of snickering erupted among Autobots and humans alike as Jack, Miko and June set up chairs nearby.

"Muffler Bearings?" Bulkhead laughed.

"Jazz has always had a very... _unique_ sense of humor," Ratchet added with a smile, continuing his diagnostics.

June chuckled and sat down on one of the chairs. "Sounds like he was pretty smooth, talker too."

"That's our Jazz," Bulkhead commented, grinning.

"I wish I could have picked my own name," Miko said as she flopped into her chair.

"Why, what's wrong with Miko?" Jack asked.

"It's a boring name!" Miko replied, leaning back in her chair and crossing her legs at the ankles. "I'd call myself something cooler, like 'Death Goddess'! It's the perfect name for the leader of a thrash metal band."

Raf adjusted his glasses. "Well, if you can always use that as your stage name."

Miko pondered this. "Hey, you're right, Raf! Good idea."

Smokescreen sat down on the floor next to Ratchet. "So you never got assigned a name or a function? That's... pretty unusual. Everything I ever read about the caste system indicated that everyone got assigned pretty much as soon as they came online."

"Well, there was a reason for that. . . " Shiftlock said, continuing the story.

xXx

"Shiftlock huh?" Jazz asked, rubbing his chin. "Not bad. A racing term - shifting gears rapidly without brakin' or usin' a clutch, so you can look like you're out of control, when you're actually perfectly _in_ control." He liked the choice - it was kinda sneaky sounding.

"So Shiftlock, how did you manage to get this far in life without a name and a function?" Jazz asked.

Her expression hardened. "You know, you're a pretty _polished_ guy to be hanging around in a place like this, asking questions like that from total strangers."

Jazz held up his hands. "Hey, take it easy baby. I'm not here to cause you any trouble, I was just curious. Besides, I'm not the straight-arrow guy I look like."

She smirked. "Oh _really_."

Jazz thumbed down the street. "You _did_ notice I wasn't at the spectator gate, right?"

Shiftlock blinked. He was right. He had been at the_ gladiator's_ entrance. She shook her head and held up one hand in apology. "Sorry, sorry, you're right. I'm just . . . nervous about people who ask too many questions, you know? That's never been good for me."

_I can imagine,_ Jazz thought to himself. _If you don't have a name or a function, that means somethin' is really wrong, and you'll have people after you that you do **not** want to have after you._

"Can I see your hands?" he asked, noticing the delicate black servo and digits in front of him.

"My hands?" she asked, frowning in confusion. "Why?"

"Just humor me," Jazz reassured.

Shiftlock shrugged, and held her right hand out to Jazz, who gently took it and looked it over. He examined the detail, the strength of the material, the way it was constructed.

"You're forged," he assessed, sounding a little surprised.

"Yeah. Straight out of the Well of All Sparks," Shiftlock said.

Now Jazz was truly intrigued. How did someone who was forged - a category of birth that almost always guaranteed becoming a high-caste member of society - end up nameless and un-guilded on the street?

The curiosity must have been shining through his face, because Shiftlock spoke up. "Yeah, I know what you're thinking. You're wondering how a forged Cybertronian ended up an Empty. I don't really know myself; all I know is that when I came out of the Well, the guild representatives who looked me over took me away from the others privately and told me I was going to a special assessment area in Polyhex. They put me on a truck, and the next thing I knew I was sliding down into the lower smelting pools."

Jazz's easygoing demeanor turned suddenly serious. "What?!"

"I'm not lying!" Shiftlock hurriedly added. "The only reason I'm still here is because I managed to grab onto some junk at the edge of the pool and kick loose a big enough hunk of scrap to make them think that I fell in!"

"Oh I believe you, there's plenty of shady dealings that happen on this planet," Jazz reassured, now fully in investigator mode. He didn't know whether to bless or curse his luck; he felt like he was on the tip of something big. Dangerously big. "You said you were _defective_, right?" he asked next.

"Yeah," Shiftlock said. "I've been to the doctor in the Dead End's free clinic before. He said my spark frame was unusually weak, and because of that I shouldn't try to do anything that could risk injury."

"And so that means you went right on out and tried to make yourself a _gladiator_," Jazz chided.

"Like I said, better than starving to death," Shiftlock firmly stated.

xXx

"And you still ignored my advice," Ratchet commented.

Shiftlock laughed softly. "I prefer to think of it as taking measured risks once I knew the odds."

"Who were the 'Empties'?" Jack asked. "Doesn't sound like it's anything good."

"It was the nickname given to Cybertronians who lived in the junkheaps outside the city of Polyhex, a place called the Dead End. They had no where else to go, no job, no home. Sometimes they weren't functioning properly or they had processor damage," Shiftlock explained. "We got called Empties because we rarely had full energon tanks."

"So you were ... homeless," Jack said with a note of sympathy.

"It was an unfortunate consequence of the caste system," Ratchet vented. "Once you were no longer needed or useful to your function, you were abandoned to rust." He frowned. "I hated it. So I opened a clinic in the Dead End to do what I could for those trapped in that horrible place. It wasn't legal to do so, but I couldn't turn a blind optic to their suffering."

June looked at Ratchet with new admiration. "I don't think I could have looked away either."

"So let me get this straight," Smokescreen asked, puzzled. "You were Forged - sparked straight out of the Well of All-Sparks - and then the guilds just tried to kill you? For being _defective_? Why?"

"Jazz wondered the same thing," Shiftlock said.

xXx

Jazz released the femme's hand and shook his head. "I'm beginnin' to put two and two together here, and the outcome is not lookin' good. I think I know why they tried to dump you into the smelter before you could do anything about it."

"You do?"

"Yeah. I have never heard of a Cybertronian comin' out of the Well of All Sparks with a creation defect. Neither has anyone else," Jazz explained. "And I think what you just told me explains the reason why." He shook his head again and rubbed the top of his helm. "Femme, you are in some serious scrap, and this might go all the way to the Senate."

The copper and black femme was now worried, staring at Jazz, growing uneasy. She knew she wasn't wanted - not alive anyways - but Jazz's reaction was giving her pause.

"Shiftlock, I'm a cultural investigator," he began, almost apologetic, as he reached for her hand, "and I'm obligated to-"

Before he could even finish his sentence, the femme had transformed into a swift four-wheeled Cybertronian speedster and was tearing down the road.

"Scrap!" Jazz jumped to his feet and transformed. Fortunately, he too was a Cybertronian speedster, which would give him the chance to catch up to and possibly overtake her.

The two of them took to the wide mining roads of Kaon, slipping in and out of ongoing traffic as slower, larger vehicle modes chugged along to their destinations within the city.

"Hey wait up!" Jazz called out. "I'm not out to get you!"

"Then why are you chasing me?!" Shiftlock called back.

"Because I need to talk to you!" Jazz called back.

"Right, I bet you do!" Shiftlock shouted, clearly not believing a word of it.

The orange and black fembot wove in between mining tanks on either side of the road, trying to vanish out of Jazz's line of sight and disappear into the evening shift change. The investigator had to admit she was doing a darn good job of trying to shake him; he'd nearly lost track of her several times, particularly when she had slid _under_ a freight crawler and turned completely around, headed the opposite direction as she burst out from under it._  
_

"You sure you don't wanna try racin' instead?" Jazz shouted as he came up behind her. "You got a real future in it!"

"Oh you'd like that wouldn't you? Get me famous and get me offlined!" she shouted back.

So that was the problem - she thought Jazz was out to kill her. If she was this jumpy, attempts on her life must be a regular thing - it gave Jazz even greater impetus to catch up with her.

"I am _not_ tryin' to kill you! Would you just slow down a minute?!" Jazz exclaimed, frustrated, as Shiftlock drifted around a tight corner and in between the structures of two energon refineries. She either didn't hear him or didn't want to talk; he heard nothing in response. Trying to imitate the maneuver he swung too wide and began to lose control.

"Oh no you _don't_!" he cried, an energy grapple shooting from the front of his hood and latching onto pipework in the passage; using the grapple's tension he launched himself into the passageway, slingshotting ahead and gaining speed on Shiftlock.

He took his sensors off his quarry for a moment only to see a wall rapidly coming up in front of the both of them.

"LOOK OUT!" he shouted at the top of his vocoder, throwing on his breaks and transforming, leaping up and tumbling forward to try to come to a stop, his feet and tires screaming and smoking as they fought the inertia of his previous whiplash forward. His head snapped up, expression grim, expecting the worst, expecting to see Shiftlock crash herself into the wall, exploding rather than being taken in by the police -

Shiftlock transformed into a jump, doing a mid-air flip, and stomped down onto a panel near the end of the passageway. It snapped down, turning into a ramp leading to an underground passageway; she dropped down into vehicle mode once more and vanished down into the depths.

"Well I'll be a scraplet's uncle," Jazz muttered in genuine surprise.

He grinned widely.

"You ain't gettin' away from me yet!" Breakdancing into vehicle mode, Jazz shot down the passageway after Shiftlock.

Shiftlock's powerlines and tail lights were still visible as she plowed fearlessly down the barely lit tunnel into the Cybertronian Underground. Jazz redlined his engine to keep up, well aware that he was now in highly dangerous territory. He had to admit, he was impressed by the fembot's ball-bearings-to-the-wall bravery and determination not to be caught (alive, anyways, it would seem).

"Anyone ever tell you how crazy you are?!" Jazz shouted to Shiftlock, the roar of their engines echoing off the passage walls. The floors rumbled ominously as they passed, and shook whenever some heavy, tracked vehicle passed overhead.

"Crazy is following me down here!" she shouted back. Ah, good - she was still talking!

And she sounded a lot more confident and at ease. Jazz did **not** think that was a good thing.

Shiftlock suddenly seemed to fall down a lower passage, dropping out of sight again, still determined to keep Jazz from catching up with her; he followed suit, mimicking her moves. As the tunnels branched off and rolled unexpectedly, she would slide and slingshot herself into side passages, make last minute turns and leap over gaps in the road before the landscape could finish transforming itself under her tires to bridge them. All the while Jazz kept up with her; the pace was grueling and he had to keep his nerves sharp and his reaction times to fragments of a second. The girl was good - really good - and despite the situation, Jazz found himself loving every minute of the chase.

It would come down to a matter of endurance in this game of subterranean chicken - who would run out of fuel faster. Jazz had a notion it would be Shiftlock that dropped first, but considering how much risk she was willing to take to try to get away from him, he could not rule out the possibility that she might run herself into complete stasis lock and drop dead from exhaustion. He didn't want that to happen.

There was also that little tidbit she'd passed him about her spark frame being weak. If that was true (and he doubted that the situation would have escalated _this_ far if it hadn't been), he couldn't simply use the grappling line to pull her off her wheels or try to run her into a wall. The impact might do fatal damage, and the thought of that bothered him greatly. He couldn't let her drive herself to death, he couldn't wrestle her to a stop, and it was becoming apparent that she knew her way around the Underground much better than he did. It was a bad situation to be in, in every way. He was going to have to see if he could talk her down, because they had run so deep that Jazz no longer knew where he was.

"I gotta say, Shiftlock, this is the best date I've been on in awhile!" he called. "I could chase your bumper all night!"

That did it. The fembot was starting to run on fumes, interfering with her concentration, and that last comment wrecked her thought processes entirely. She lost control in the middle of a long-slide around a corner and began to roll, transforming out of her speeder form to try to lessen the damage. Jazz launched a grappling line at the ceiling, and transforming into bot-form, reached forward with one arm, and caught Shiftlock around the waist with the swift precision of a pit fighter. Holding her tight he braced for the strain of the snap-back as the energy cable reached its tension limit; he wrapped his legs around Shiftlock and pulled her close to his torso protectively as the grapple **yanked** him backwards. He grunted between clenched dental plates, his rotator cuff grinding from the stress, the both of them now flying backwards. Releasing the hook at the end of the cable and letting it retract back into his arms, he landed on the floor of the tunnel, sliding to a stop with a soft thud against a wall, Shiftlock on top of him.

Jazz grinned up at her, one hand on the small of her backstrut as she pushed herself up onto her elbows, staring wide-eyed back down at him.

"That was fun!" he said. "Wanna do it again sometime?"

Shiftlock just stared at him in total disbelief. "I lack the words."

"Well, if you're willin' to calm down and talk to me, I think we can dig some up," Jazz offered, venting heavily to cool down his engines.

"Okay," Shiftlock capitulated, hanging her head, her power lines dimmed from low fuel and weariness. "You got me. We'll talk."

* * *

**Part of an ongoing series of story-episodes in my own 'Season Four' of Transformers Prime, called 'Invasion'. I'm not sure where this one places in the "season" yet, as it's a flashback episode. Read, Enjoy, Review, Critique! (More to come!)**


	3. Chapter 2

**Flashbacks are in italics. I've decided to translate for Bumblebee so the audience knows what he's saying. :)**

* * *

"Looks like everything's progressing normally," Ratchet said. "I'll check back with you soon, but I need to stay by the communications console." He stood up and made his way over to the controls.

"So why did you think Jazz was going to kill you?" Jack asked, curious.

"Well, I thought everyone was going to kill me," Shiftlock explained, her voice a little strained as she tried to regain control of her legs. She managed slight movement, but nothing else. Nothing but numb stiffness. She felt as if her body had been severed from the waist down. "You get a little paranoid when the people who are supposed to take care of you try to kill you only a few-" she stopped, searching for the appropriate human time measurement, "-**hours** after you're created. I had to steal energon to survive, which didn't help me stay out of trouble."

"What's a cultural investigator?" June questioned next.

"From what Alpha Trion taught me, they were selected to blend in with local populations in different parts of Cybertron. It was their job to monitor the development and progress of local culture, getting an idea of mood, morale, important issues, new language variants – to know everything going on in a city, even what the citizens might be trying to hide," Smokescreen explained. "The Senate would use cultural investigators to try to keep tabs on individuals or movements that could be considered dangerous."

June frowned. "So they were used by – the Senate, was it? – to spy on their own citizens."

"No wonder you ran," Jack said. "That would have been like speaking out against Stalin to an NKVD officer."

"Or like being a peasant and trying to touch a samurai's sword," Miko added, thinking of her own country's past.

Shiftlock, Bulkhead and Smokescreen all looked at Jack, puzzled.

"Humanity has seen its share of totalitarian governments, too," June explained.

"Cybertron sounds like it was a pretty bad place to live, even before Megatron," Raf stated, adjusting his glasses and settling into his seat.

"It wasn't always that bad. Before the caste system, Cybertron was truly free. We were exploring space, developing new technologies, and there was plenty of energon," Smokescreen said. He was suddenly thankful for all the books Alpha Trion had made him read during his time guarding the old mech.

"We traded freedom for what seemed like order, reason and security," Shiftlock sighed, closing her optics.

June looked away, the words uncomfortable to hear, resonating too much with world conditions on their own planet. "One of the men that founded this country said, "Any society that would give up a little liberty, to gain a little security, will deserve neither, and lose both.""

Ratchet, keeping an eye on the ident signatures of Jazz, Bumblebee and Arcee, was still listening in on the conversation. "It would seem that certain truths are universal. There was once someone on Cybertron who said the same thing," he said, speaking up, his demeanor grim and serious as usual.

"Who was that?" Raf asked.

"Megatron," Ratchet replied.

xXx

Jazz, Arcee and Bumblebee stood on the rugged, rocky terrain, midway between the stone arch that held one half of the Harbinger, and the forest covering the buried bow.

"I don't suppose either of you know which half of the ship had the protoforms," Jazz asked.

"No clue," Arcee shrugged.

Bumblebee chirped up._ We can check the ship's cargo manifest on the computers aboard the stern, we know that part of the ship is active for sure._

"Good idea, Bee. Only problem is, as soon as we turn on that computer, the 'Cons are gonna know we're pokin' around," Jazz replied, "and they're gonna be on us like glow on energon."

"That just means we'll have to work fast," Arcee stated, already focused in preparation for battle.

_Are we sure we can even get into the buried section of the ship?_ Bumblebee beeped.

"Fortunately, fast is somethin' we're all good at doin', as for gettin' into the ship, well . . . " Jazz trailed off, thinking. "I can use my grapple to dig if I have to, but if Starscream was usin' this place as a hideout, he probably found a way to get to both halves."

"Well, I guess we'll just have to access the ship's computers and hope we're lucky enough to find protoforms on what we can get into the fastest," Arcee vented.

_You two go in first, I'll stay outside. If the protoforms are in the bow, it'll give me a head start to find the entrance and get inside,_ Bumblebee whirled.

"You're already thinkin' what I'm thinkin', Bee," Jazz said. "But I'm gonna modify that plan a lil' bit. Arcee, I want you to stay outside too and find some cover. Lay low and keep an optic out, because I _know_ we're gonna have guests. Radio us when you spot 'em. You got the smallest profile so you can stay outta sight longer. It'll be just like runnin' the tunnels under Iacon."

Arcee smiled faintly, memories of working alongside Tailgate bubbling to the surface. "Just like the good ol' days, huh, Jazz."

_You guys have some strange ideas about what constitutes "good old days"_, Bumblebee sputtered in low tones as he transformed and quietly drove his way out into the nearby woods.

xXx

An alert popped up on the communications panel. Soundwave looked up, then over to Starscream.

"There's activity on the Harbinger?" Starscream asked, looking surprised, walking over to the silent communications officer, who pointed to the screen.

"The computer's being accessed," the Seeker mused, red optics searching over the information present on the screen. "Soundwave you access the Harbinger from here? I want to know who is on that ship and what it is they're trying to do."

Soundwave's tendrils snaked out from his sides, linking into the Nemesis' transmission arrays directly. Looking up at the screen, the connection was apparently a success: The Harbinger's computer systems were being mirrored on a pop-up window within the main display.

"Someone's trying to search the ship's manifest," Starscream muttered, thinking. "Can you access any of the ship's sensors or security cameras? I want to know who's sniffing around."

Soundwave silently nodded in assent, chopstick fingers lighting up the holokeyboard display. Soon another window popped up: A security camera, displaying Jazz at one of the ship's access terminals.

"Autobots," the Seeker hissed. "What do they think they're doing on _our_ ship?"

Soundwave pointed to a highlighted set of text in the first pop-up window: A location query for a specific item.

"Protoforms?" Starscream asked. "Why would the Autobots be looking for protoforms? Unless-"

A sick grin spread across his face. "Couldn't keep it in your spark chamber, could you Autobots?"

The doors to the command center opened, heavy footfalls announcing the arrival of Megatron. "Starscream, report. Soundwave informs me that we have a situation developing on the ground." He moved with casual ease towards his communications officer and second in command.

Starscream flinched out of habit, quietly frustrated that Soundwave had notified Megatron so quickly. He stuffed his ambition down deep, minding his posture and appearance, straightening up and turning around to face his leader with an air of dignity and confidence. At least he could deliver this tidbit of information to Megatron himself, rather than having Shockwave beat him to the punch.

"My Liege, we have detected Autobot activity in the remains of the Harbinger. Apparently they are searching for protoforms."

Megatron raised an optic ridge. "Protoforms? Why would they-" he stopped abruptly, coming to the same conclusions Starscream had. Autobots did not experiment on protoforms the way Shockwave would, nor were they fond of booting them up empty to use as cannon fodder drones. There was only one possible reason the Autobots would be searching for one. The right corner of his mouth turned into an ugly smirk, pulling his lips back over razored fangs.

"Excellent work," Megatron purred, pleased at this bit of intelligence. "It appears that either the two-wheeler or that traitorous Wrecker are in the final stages of generation. I believe it behooves us to prevent the Autobots from increasing their numbers, however they may choose to do so." He walked to the captain's chair. "Starscream! Select a strike team to ensure that if any protoforms remain, they do not fall in to Autobot hands. Destroy them if necessary, but bring them back whole if possible."

"Whole? Why bother?" Starscream asked dismissively.

"Because we have _females_ on this ship that may eventually need them!" Megatron hissed, glaring at his second in command. "Seeing as how you _wasted_ _**five**_ of them on your _miserable clones_, I would like to see that the remaining protoforms be allowed to swell **our** ranks to _make up for your __**blundering**_!"

"O-of course Master!" Starscream whimpered, kowed by the threat of Megatron's hair-trigger temper. He whirled around and echoed his master's intensity into the com system. "Knock Out! Black Out! Barricade! Prepare for immediate deployment!"

xXx

The communications array near Ratchet beeped. Momentarily startled he opened a channel to the team at the crash site. "Jazz, I just registered a Decepticon signal in your area. Is everything all right?"

"So far so good," Jazz commed back. "I had to boot up the Harbinger's computer for a cargo manifest. Looks like this was bein' used to transport research materials."

"I don't suppose I need to tell you that the Decepticons are more than likely aware of your location now," Ratchet said, focused on the screen.

"We planned on it. Good news is, there are more protoforms on the ship. A lot more," Jazz replied.

"Outstanding," Ratchet responded with a note of pleasant surprise. "Try to bring back more if you can. These may be the only protoforms we'll have available to us for a very long time."

"I'll see how many Bee and I can hold but we ain't tranport vessels," Jazz said.

"Get at least two," Ratchet suggested.

"Two?" Jazz asked, curious.

"In case of a branched spark," Ratchet replied. "It's rare, but it's a possibility."

That thought gave Jazz pause. He hadn't considered that Shiftlock could generate twins. Then again, he hadn't considered that Shiftlock would be generating at _all_ until a few hours ago. "Gotcha. All right, we're gonna snatch 'n grab and then roll on outta here. Jazz out."

xXx

Inside the Harbinger, Jazz finished downloading a map of the ship's interior along with the cargo manifest. He opened a localized comm channel to Arcee and Bumblebee. "Okay folks, it's show time! We got protoforms in storage inside the aft of the ship, which, lucky for us, means we don't have to go find some shovels. Bee, Imma need you over here, we need to grab as many of these protoforms as we can. Doctor's orders."

_Shiftlock isn't having a litter is she?_ Bumblebee radioed back.

"I hope not!" Jazz radioed back, "Because it really _will_ take a village to raise 'em all!"

Extra protoforms. Arcee looked up from behind the large rock where she'd stationed herself as look out. It would mean that the possibility of generation was open to _her_ too. Mixed emotions welled up inside her. The war had made her stop thinking about any possibility of a mate and family for so long she'd forgotten it could happen.

"Branched sparks," Arcee finally added to the conversation, understanding why Ratchet had asked for more. "And the possibility that we may get others of our kind landing on Earth in Shiftlock's situation."

_You mean we could end up with another Sunstreaker and Sideswipe around the base?_ Bumblebee questioned as he drove back towards the stone arch as fast he he could.

Arcee could see the yellow scout's dust trail as he made his way over. She chuckled very softly at the ongoing chatter.

"You are just _tryin'_ to jinx this, aren't you," Jazz radioed back.

_Oh it wouldn't be that bad! Between you and Shiftlock I'm sure they would turn out less … Sunstreaker and Sideswipe_, Bumblebee beeped playfully, transforming and ducking rapidly inside the ship.

xXx

"It's hard to believe that Megatron would say anything like _that_," Bulkhead mused, trying to wrap his head around what he was hearing.

"He wasn't always as bad as he is now," Shiftlock said with a sad smile. "Remember, he and Optimus were fighting for the same goals, Bulkhead. At one time he was no better off than a Vehicon; he was a low-caste miner named D-16 who had been forced out of work thanks to the Senate's new automatic energon mining facilities. He turned to pit fighting because there was nothing else for him. We were alike. It was fight or starve."

"I never thought I'd feel sorry for Megatron," Raf murmured.

"So you said Jazz was a pit fighter too. Did you guys all know each other or something, and that's how you became a Con?" Miko asked next, curious.

"Believe it or not, Jazz helped introduce Megatron and Optimus to each other," Shiftlock continued. "Optimus – Orion back then – was working in the Hall of Records in Iacon, and he had picked up on some of Megatron's writings and communications. They started writing to each other. Jazz was also Orion's friend, and he arranged for them to meet safely."

"Jazz doesn't sound like a gestapo," Miko noted with some amusement.

Bulkhead, Shiftlock and Smokescreen looked confused again.

"Gestapo? You know?" Miko tried to explain, exasperated, hands up in the air. "Evil military police guys!"

"_Ohhh_," all three 'Bots said in unison.

Shiftlock laughed softly. "Oh no! No, Jazz was nothing like that. He'd bend the rules a bit to help out people like myself – arranging for Optimus to meet Megatron was definitely _not_ something the Senate would have approved of. Jazz used his influence to get me a caste assignment, make my name permanent, and get me a function that would be reasonably safe. I became a courier. Thanks to the fact that I'd often hide in the tunnels underground Cybertron and came to know them, I could take shortcuts that other couriers didn't, and it sped up my delivery times." She vented and her smile waned. "I probably should have been more cautious about that, because it got me noticed."

xXx

_The Enforcer pushed Shiftlock up against the wall of the building, hands on either side of her shoulders. The shadows all but enveloped them, leaving only their power lines and optics bright in the darkness._

"_That was quite a chase you gave me, sweetspark," he purred, pressing himself up against the copper-black fembot. "But ducking into the Underground like that is against the law, not to mention, terribly dangerous. I'd hate to see a pretty little thing like you get all torn up by the demons that live down there. It'd be such a waste."_

_Shiftlock shuttered her optics and turned her head away from the Enforcer, her whole body stiffening in resistance. She could feel the pulse of his spark through his torso plate as he ground his chest against hers._

"_Tell you what though; I'll let you off with a warning if you're willing to do something _nice_ for me," he murmured, leering down at her._

_Bright lights snapped on, the high-beams of another vehicle, flooding the alleyway. The Enforcer recoiled, shielding his eyes._

"_Hey Ruiner! You always take your dates to such classy locations?" It was Jazz._

_The gray and black mech snorted, lips curled back in a sneer as he quickly pulled away from the femme. "Mind your own business. I was dealing with an illegal descent suspect."_

_Shiftlock slid down to the ground, shivering at how close she'd come to having her frame exposed._

_Jazz transformed, keeping his high beams on. "Really? 'Cause what I'm seein' is another charge of conduct unbecoming an enforcer slapped on your record. How many does it take to get kicked off the force these days?"_

_Ruiner scowled, getting the hint. He stomped out of the alleyway, glaring at Jazz, elbowing him out of the way as he left the alleyway, transforming and speeding off down the street._

_Jazz rushed over to Shiftlock, crouching beside her. "Hey, you all right?" he asked gently. "He didn't try to open your frame, did he?"_

"_No, no, I'm okay," Shiftlock shuddered, clearly _not_ okay as she tried to force back tears. "I'll be all right."_

_Jazz knew better. "Looks like I'm gonna have to keep an eye on you." He put his arms around her protectively. "You don't have any weapons, do you?" he asked._

"_No," she whispered, wiping her eyes. "I wasn't sparked with any."_

_Jazz frowned behind his visor. This would happen again; he knew Ruiner's reputation – and next time the Enforcer would make sure Shiftlock was somewhere no one could save her._

"_You remember how you thought you could be a pit fighter?" Jazz asked gently, getting an idea._

"_Yeah?" Shiftlock asked, looking up at Jazz._

_He looked down at her and smiled. "How's about we make that thought a reality."_

xXx

"Jazz was already very good – he's the one that taught Optimus how to fight," Shiftlock continued. "So he began training me. Since low-caste couriers weren't allowed to have weapons other than they ones they were sparked with, I learned how to use tools as weapons instead. Jazz was concerned that Ruiner would come back for me, so we stayed together as often as was possible. At that time the pit matches were becoming more and more wide spread – even as far as Iacon itself – and the Decepticon movement was beginning to grow. Jazz was assigned to keep track of it as it spread, which gave him license to mingle with the gladiators and continue to participate in the fights himself. He took me with him, and that's how I was introduced to the mechs that would one day become the Decepticons."

* * *

**Not quite as long as the other chapters, but more to come! **

**Also, argh, the formatting system on this site is sometimes such a pain...**


	4. Chapter 3

"_Is this true?" Megatronus asked. "You were forged _defective _from the Well of All Sparks?"_

_He couldn't contain his curiosity, and the mechs with him were equally intrigued. A low rumble of whispered and murmured commentary rippled through the group of gladiators._

"_It's true," Shiftlock explained looking up at the heavily scarred gray miner who was twice her size. A huge, hulking black gyrojet-frame, a tough looking violet and black speedster, a monoptic aerial transport-frame and a thin, elfin-framed carrier-type moved in closer as the copper-black female explained the circumstances surrounding her frame defect, and the attempt on her life so soon after coming out of the Well. A handful of racers and some industrial workers looked on, listening in._

"_I've never heard of a defective _forged_ before," Barricade said, looking over Shiftlock, as if he were trying to see exactly what was supposed to be wrong with her and wasn't able to find it._

"_That's probably because they've all been **killed**," Shiftlock said to Barricade._

"_It wasn't the last time they tried to offline her either," Jazz added, standing next to Shiftlock. "I've seen it myself. Bounty hunters, Enforcers, paid goons – they've all taken shots at her before. That's why she's here."_

_Megatronus turned it over in his processor, a scowl forming on his face. "The Senate must think her an affront to Functionism, like the Outliers in hiding at the Academy. Imagine how it would reflect on their vaunted notions of perfection if it was common knowledge they could be sparked defective just like any ordinary generated Cybertronian."_

"_Exactly," Jazz said. "I can't even imagine how many newly sparked Cybertronians have been smelted before they even knew what was happenin' to them." _

"_Inglorious!" Lugnut spat, managing a scowl on his simplistic visage._

"_Oh it gets better," Jazz said, folding his arms across his chestplate. "Ruiner's decided he wants to get into her frame."_

_Shiftlock just shuddered and looked away._

"_Ugh, why does that not surprise me," said the flashy red racer known as Knock Out from the other side of the empty warehouse that now served as a Decepticon movement meeting hall. "It's as if he's bound and determined to live up to his name with every femme he sees."_

"_So that's why we're here," Jazz said, clapping his hand on Shiftlock's shoulder. "I wouldn't be askin' this unless I trusted you to handle the job."_

"_Does she know how to fight?" Megatronus asked, stroking his chin and looking over the female in front of him._

"_She's pickin' it up pretty fast. I've been teachin' her moves on the side, but I think it's gonna take you guys to help Shiftlock up her game," Jazz explained with a wide smile._

"_Shiftlock," Megatronus stated, "I am sure you know that things cannot continue as they are. You are living proof of the rank injustice being carried out by the dictates of Functionism. Your story must be told, but in doing so, it may make you a target. Stepping forward will be risky, but it may mean that others like yourself can be spared being slaughtered simply for the circumstances of their sparking."_

_The femme looked up into the bright blue optics of D-16. She could see nothing but honesty and nobility in them; he exuded a charisma that beckoned her towards what could be a short, violent existence, and she could not think of anything she wanted more than to lay down her life for this cause._

"_My life is already in danger," she said, extending a hand to the miner. "I have nothing to lose but my fear."_

_Megatronus smiled and clasped Shiftlock's hand. "Well spoken, Shiftlock. You are welcome among us."_

xXx

"_Dude_," Miko blurted out, eyes wide. "You were friends with _Megatron_?!"

Shiftlock laughed. "I wouldn't go that far! I just trained with him and his gladiators." She puffed a bit of heated air from vents along her torso. "I think it would be more accurate to say he had an interest in using my situation for political gain at the time."

"So what exactly is 'functionism?'" June asked, interest piqued, thoroughly amused by Miko's effervescent reaction to this part of the story.

"It was a philosophy, almost a religion, that dominated Cybertronian thinking during the caste era," Smokescreen said, remembering this part of his education well. "Basically, Primus gave you a form at your creation, and that form was supposed to dictate your function – your purpose in life and everything you could do from the time you were sparked until you went offline. The Guilds were set up to evaluate new Cybertronians, generated or forged from the Well, and basically determine their whole lives for them based on what they could transform into. The Senate backed it up, because it kept them at the top of the caste system."

"And because you had what they _thought_ was a defect, they wanted to kill you, so you couldn't disprove their beliefs," Bulkhead reiterated, looking down at Shiftlock as he continued to brace her up against his enormous frame.

"Pretty much," Shiftlock agreed, looking back up at Bulkhead. "You can see why the idea of the Decepticons initially appealed to me. We were supposed to stir up the populace – get them to stop and think about their lives and the lives of others. We thought that if enough of us rose up and refused the dictates of the guilds that the Senate would finally listen to us. That Zeta Prime would listen to us. We were willing to fight and die for the freedom we'd never known."

"How did it go so wrong?" Jack wondered out loud.

"I don't know," Shiftlock answered softly, glancing over at June and the children. "We were all united under a common cause. I suppose that Megatron had built himself up so far in his own mind, was so _sure_ he'd be made the next Prime that when he wasn't... he couldn't accept it. Maybe it was earlier than that, when an enforcer hired by the Senate tried to assassinate him before he could publish anything more. I suppose only Megatron could tell us why he pushed it as far as he did."

xXx

"_Jazz_," Arcee radioed, "_I hope you and Bumblebee have found those protoforms, because the guests have arrived._"

Jazz had just finished detaching the last protoform from the stasis rack; once it was disconnected, the rigid, hollow, mannequin-like figure reverted into a soft bundle of metalloid putty, a vaguely hominid shape encased in a container membrane. Holding the human-sized object in both hands, he tucked it in among the five others in Bumblebee's trunk. The protoforms were now "live" and unless returned to transportation stasis in a few hours, they would begin to deteriorate and become incapable of sustaining a new spark.

"Can you read me their name tags?" Jazz radioed back.

"_Knock Out, Barricade and Blackout,_" Arcee commed back.

"_Ohhhh scrap_," Jazz and Bumblebee said at the same time.

xXx

Shiftlock cried out, shuttering her optics tight as her right arm slumped uselessly to the ground. Her right door-wing and shoulder flopped, limp and useless.

"Ratchet!" Bulkhead called as he watched his fellow Wrecker slipping further into immobility. "Something's going on with Shiftie!" The worry in his optics was obvious, echoed in his human companion's expression as she stared up at him, standing from her seat.

"Is she gonna be okay?" Miko asked timidly, worried because Bulkhead was worried. Fear was not something his olive-drab features expressed well or often. When he looked like that, it was never good news.

"I dunno, I've never seen a femme generating before, Miko, I don't even know what's _normal_ in this situation," Bulkhead replied, exasperated with himself, with his lack of knowledge, with the fact that there wasn't anything he could do to make it better. If only it were a Decepticon he was dealing with - he could handle it. He could handle it _Wrecker style_. But this - this sitting, waiting, hoping, doing _nothing_?! He hated that the most.

June stood up from her chair. "Jack, Miko, Raf, I want you to come with me. We might need to clear out to give Ratchet space. Let's go see what's on the news, okay?"

Jack nodded, concern on his features echoed in Raphael. He placed his hand on the younger boy's shoulder, consoling him as if the youngest were his own brother, and began the walk across the command center. All three stole backward glances as June lead them on.

Ratchet moved away from the communications panel, hands going straight for the first aid kit again, picking up the internal scanning. "Bulkhead, Smokescreen I need you to help me move her to the emergency berth at the other side of the ground bridge terminal."

"Is something wrong?" Smokescreen asked, positioning himself at Shiftlock's feet.

"Not at the moment, but there will be if Jazz doesn't get back with those protoforms soon," Ratchet said, completing the scan. "One of the sparks has almost completed separation. Her frame is getting dangerously crowded."

"Wait, did you just say _sparks_?" Bulkhead asked, placing his hands under Shiftlock's rotator cuffs and door-wings.

"It would appear that she's carrying more than one, yes; there's a second spark separating off from hers," Ratchet explained. He gathered up his equipment quickly, picking up the first aid kit as Smokescreen and Bulkhead picked up Shiftlock, moving her across the room to the emergency berth.

"Wow, Jazz gets the job done," Smokescreen quipped with a note of amusement and a faint smile, trying to lighten the mood.

"Let's just hope they don't branch," Ratchet noted, the humor lost on him as he slipped easily into the tight, hyperaware focus of a battlefield medic preparing for the rush of wounded and dying. His face drew into its usual serious scowl, a look that had been all but time-worn into his features. "If there's a pre-evacuation split the pressure on all the sparks in her frame could become intense enough to do permanent damage. Or worse." As the two mechs lowered Shiftlock gently onto the berth, Ratchet leaned over the prone femme to look her in the optic.

"Shiftlock, I may need to open your frame to relieve the pressure on your spark," he began, speaking gently with his present patient. "Is this all right with you?"

"Yeah," Shiftlock agreed under her breath. Her vents were widening, puffs of heat gusting out in time with her engine cycles as she struggled to keep her internals cool. "Do what you need to do, Ratchet. I trust you."

"Smokescreen, get to the communications panel," Ratchet crisply ordered. "Someone needs to be on standby-" He was interrupted by the chirp of an alarm coming from the screen: the sound of the Decepticons' arrival.

xXx

"Looks like the Autobots are inside the ship," Knock Out mused, standing on the top of a ridge overlooking the stone arch from which the Harbinger jutted like the bones of a fossilized dragon. How had the humans missed it after millions of years? They must have been blind.

Standing on either side of the Decepticon medic were Megatron's original bodyguards. It felt like old times.

*They might have a scout or a sniper in position,* Barricade said over comm channel, doing away with audible speech to retain the element of surprise he believed the group possessed. *If they're after protoforms they're gonna send in special forces or scouts. They'll fight like a cornered Insecticon on its nest.*

Blackout, towering over the two Decepticon ground troops, glanced over at Barricade. *Flush 'em out?*

*Knock Out, split from me, head to the bow of the ship, I'll head to the arch. We'll see where they run from,* Barricade radioed. *Shake 'em up on my signal, Blackout. Let's see where the petrorabbits run from.*

Dropping into vehicle mode the Saleen and the Aston Martin sped across the loose dirt and rock, taking off in different directions; Barricade forked right and Knock Out went left. The sun was setting and dusk was falling over the landscape, robbing visibility in the mixture of light and long shadows. Dust clouds blew up into the stagnant, immobile air. The Decepticons did not care if the Autobots heard the roar of their engines.

Arcee watched them take off from her position behind the boulder. She was certain that despite his size Blackout hadn't seen her yet, but if he put his foot down, she'd have to move, or risk being blown off her wheels and potentially blinded or paralyzed in the process. She saw only one viable option: a pre-emptive strike. She would have to try to draw their fire to give Jazz and Bumblebee time to get out of the ship; between Barricade's brute strength (which would quickly overpower Jazz in an enclosed space), Knock Out's stunning energon prod (which could stun any of them with a solid jab) and Blackout's concussive wide-area EMP pulse, their only hope of even _surviving_ this assault - nevermind getting the delicate protoforms back to the base in one piece - was getting out in the open. Her arms shifted into pulse blasters and she crouched low, steeling herself. She would only get one shot.

Blackout's enormous bulk cast a shadow over the boulder, stretching all the way into the valley. The setting sun made a burning bloody halo around his body; Arcee couldn't look at him directly, making the shot even harder to take.

*Do it.*

Blackout began to raise his right leg. Power thrummed from the reverse-engineered generators inside of it, making a shimmering blue field condense along the abraded black paint.

Now or never.

Arcee ran out from behind the boulder, a battle howl screaming past her lips as the ends of her arm blasters exploded with the white-hot pop-pop-pop of plasma shots fired in rapid succession, her feet pounding into the dry dust. Fireball bursts erupted not from Blackout's leg but from his upper torso and face; Arcee was aiming to try to blind the behemoth to buy her team more time. Blackout recoiled in surprise, his hands instinctively flying up to protect his optics; nevertheless he slammed his leg into the ground.

A wall of iridescent aqua-blue fiery energy blossomed from the solid impact of the gigantic pede against the ground. An invisible force cratered the ground and rolled a wave of rock and dirt behind the first shockwave of emp. Arcee was pushed off her feet by the blast wave, tumbling end over end as the EMP sizzled against her back. She could feel it sinking in past her armor and mesh, stealing the strength from her limbs. She landed hard and slid down into the valley, her processor screaming at her to get up, get up, _GET UP_!

_*Lord Megatron*,_ Blackout radioed the Nemesis, *_I think we can safely rule out the two wheeler as the one in need of the protoforms.*_

xXx

The entire ship shook as the concussive force of the EMP burst slammed into the hull. The ship had sat to rust for so long that the shielding, both field generator and physical, had decayed; when the EMP burst hit, the electronics inside the ship went dead, pitching everyone inside into darkness. Jazz staggered on his feet, rivulets of dust streaming down from cracks in the walls and ceiling, visible only from the healights shining from his torso plates. "Slag!" he cursed under his breath. His hand went to the side of his helm.

_*Arcee! Arcee, do you read me, over?!* _he shouted over the Autobot's open frequency.

Static. No reponse.

"We're in it now, Bumblebee," Jazz muttered.

The yellow scout flicked on his high beams.

Barricade grinned ferally at the both of them. "You certainly **are**."


	5. Chapter 4

**Stellar Cycle = 7.5 months, Earth Time**

**(This fic is really commanding my creative attention! I think it wants me to finish it first. The battle is going to be intense, but first, a little set-up...)**

* * *

Megatron took in the news from Blackout, quietly staring at the screen, his face unreadable; it made Starscream uneasy to see such a faraway look in his leader's eyes. Soundwave, inscrutable as always, monitored the progress on the ground silently, keeping his thoughts to himself, responding only in the most basic of Cybertronian communication: data transmitted through the electromagnetic aura that emanated from the core of the body. The silence among the three was crushing in its intensity.

Red optics watched the movement of Decepticon and Autobot ident tags on the topographical map in front of him; the screen had flickered and lost everything but Blackout for a moment as he stomped an EMP wave onto the screen. Megatron waited patiently to see the end results. The animosity between Barricade and Jazz was as old as the war itself, and the reason for their present altercation would be like an energon blast to a fuel depot.

xXx

_"I didn't think you'd have the bearings to participate, let alone win!" Knock Out exclaimed in pleasant surprise as he helped Shiftlock onto the medical berth. The repair pit was busy, surgeons tending the winners and surviving losers of the night's matches and demolition derbies. _

_"I owe it to the training you guys have been putting me through," Shiftlock grinned through her pain, right side dented in, left arm barely functioning as she seated herself and laid back on the diamond-shaped inclined table._

_"Don't sell yourself short," Knock Out commented as he set to work stabilizing fuel lines and removing damaged armor plates. "You're as nimble as they come on your wheels. You don't see many speeders with a turn radius that tight."_

_Barricade made his way over to the two, other gladiators and surgeons parting in front of him as surely as they would for Megatronus. He put his hands on the reclined berth and leaned over Shiftlock, staring into her optics._

_"You did good," he appraised in his raspy voice. "You're almost good enough to take me on." He drug a clawed finger affectionately along the side of her helm. Shiftlock turned her head to smile back up at him, their optics locking on each other._

_"Except," he whispered huskily, "that it would be a waste, seeing as how only one of us could come out of the derby alive-"_

_"AHEM," Knock Out interrupted loudly, reaching over and pushing the gladiator out of his way, glaring irritably. "I am _trying_ to do some repairs here, Barricade. You can try to charm her frame open **after** I get done taking the dents out of it."_

_Barricade's crimson optics flashed with dangerous temper and his scarred face twisted into a devious smirk. The same talon he'd used so gently on the femme that held his interest snaked over to Knock Out, the razored tip dangerously close to the flawless finish of the pit medic's gauntlets._

_"Don't you DARE," Knock Out hissed warningly._

_"Hey!" Shiftlock weakly teased, patting the gladiator's side. "I'm in pain here, so quit tweaking my surgeon, slag-head."_

_Barricade withdrew his hand with a laugh, enjoying getting under Knock Out's mesh a little too much._

_"Gearstick," Knock Out grumbled under his breath, busying himself with the task of assessing Shiftlock's injuries._

_"Hey, where you at, Shiftie?" A familiar voice shouted from the back entrance to the repair pit. _

_"Jazz, back here!" Shiftlock called, literally lighting up at the sound of his voice. "Just getting the dings taken out by the best surgeon this side of the Badlands."_

_ "Only the best for the winners," Knock Out replied, engine purring, obviously pleased by stroke to his ego._

_Barricade took note of the way Shiftlock responded to Jazz's voice and presence, the smile vanishing from his face, envy chewing at his spark as he stepped back to let Jazz through to the injured femme. _

_"Ouch," Jazz winced, looking at the bent arm and energon slowly leaking from microfractures throughout her torso and legs. Worry crossed his features. "You sure you wanna keep doin' this?"_

_Shiftlock just beamed. "Are you kidding? I haven't had this much fun since we-" she immediately cut herself off with a misfire of her engine - a cough of embarrassment, "-of course I wanna keep doing this!' she stammered over herself, trying to draw attention away from her near faux pas. _

_Jazz chuckled at the little slip. "Well," he said a little lower, "I do know that racin' around gets your engine hummin'-"_

_Knock Out sighed heavily, put upon by the hovering suitors, scowling. "Would the two gentlebots kindly sniff around something _else _for awhile? I am **trying** to do some repairs here," he complained, put upon heavily._

_Narrowing his eyes, Barricade turned around sharply. "I don't have time for this," he hissed, waving off Knock Out and walking away, headed towards the competitor's area._

_"Man, what crawled up his tailpipe and died?" Jazz asked, puzzled at Barricade's bad attitude._

_"He's always that way," Shiftlock vented, dismissing the incident. "Barricade's a hardaft."_

_"Pff. His processor's glitched," Knock Out smirked. "I think he's crashed through one too many barricades. It's how he got his name after all."_

_Jazz barked a short laugh. "All right, I'll let the doc do his job. When you're on your wheels, Shift, come on down to Maccadam's, I'll be waitin' up."_

xXx

_"Shift, you gotta drop out of the matches."_

_"What?" Shiftlock asked Jazz, not believing what she was hearing. "Why?"_

_Jazz ran his hand over his helm, leaning against the wall of the modest apartment in Kalis the two had acquired a stellar cycle ago. He knew this was not going to be easy for Shiftlock to accept, but he hoped she would listen to him. She could be more stubborn than a tunnel borer two inches away from finishing a shaft. _

_"Well for one, you're riskin' your life every time you fight," Jazz began, moving away from the wall and stepping in front of Shiftlock, taking her hands in his, "and I don't want to lose you."_

_The words had their calculated effect - not that Jazz wasn't telling the truth, but he knew how to smooth talk when he needed to. The copper-black fembot's bristling field softened and relaxed, as did her body language._

_"Jazz," she protested gently, "_you _fight in those matches too, and I trust your skills to come through just fine. Besides, you know how important the winnings are. Seems like there are more Empties every day, and it makes a difference to them."_

_"It's changin' you, baby," Jazz protested softly. "You're _killin'_ people for money now. Is that really what you wanted outta life?"_

_She looked down, frowning. "No. It's not. But I don't know of any other way. I can't get regular work now, not since Whirl's shop was ransacked by those Senate goons and he disappeared." Her shoulders slumped. "I miss him. He gave me a job when no one else would. And then Ruiner . . ." She went quiet, closing her optics._

_"That's why I took you to Kaon to learn to fight," Jazz said. "But I'm beginnin' to wonder if was a good idea." He lifted her chin with the edge of his hand, bringing her optics up to his visor. "I don't think Megatronus is gonna keep to politics, sweetspark. I'm watchin' him build an army. And I'm watchin' you signin' up at the recruiter's office."_

_Shiftlock's optic guards drew together, her field intensifying. "You really think politics is going to get the job done? After all this nonsense Proteus is pushing about having enough Decepticon registrants while the Enforcers are black-bagging anyone that speaks out? Jazz, is all that time you're spending with that librarian blinding you to what needs to be done?"_

_Now it was Jazz's turn to look unhappy. "'That librarian'? Shiftlock he's my _friend. _He may be just a librarian to you, but there's somethin' different about him. He's got his head on straight. He might just be able to talk some sense into Halogen and Sherma."__  
_

_"What would a privileged, cloistered librarian know about the mechs suffering and dying in the lower castes?" Shiftlock questioned brusquely, losing her cool. "He's never felt his engine run cold! Tell me something, Jazz, does he know what it's like to be hunted, to have his back to the wall and wonder if he's going to live to see another day? You're training him to fight because you **know** this could go bad very, very fast. Does Orion know what its like to kill?"_

_"**No**," Jazz snapped. "I'm not gonna make the same mistake takin' him to the pits to fight like I did with you!"_

_Shiftlock stepped back, shocked and hurt. Jazz could already see that he'd misspoken._

_"So it was a _mistake_ for me to learn how to fight?" Shiftlock questioned, anger rising._

_"It was a mistake to let you get involved with them because they are turnin' you into one of **them**," Jazz pressed, his tone soothing, trying to calm Shiftlock down._

_"One of _them_?!" Shiftlock snarled. "I **am** one of them, Jazz! I'm sorry, does it bother you that I'm "slumming" with the other low-castes? Does that offend your high-caste sensibilities, or did you just decide to make yourself look more down-to-Cybertron by picking up a low-caste bond mate?!"_

_"Look at you!" Jazz exclaimed. "You're reducing our relationship to politics! That's what I mean by **them**, Shiftlock! Megatron's got you so you don't know which end is up!"_

_"The world only looks that when when you're already upside down," Shiftlock growled, pushing Jazz away, moving to the door._

_"Shiftlock!" Jazz shouted, hurt and frustrated, temper rising to match his mate's, "You keep runnin' with the Decepticons and somethin' bad's gonna happen to you!"_

_Standing by the door, she cycled her engines and dropped to a lower gear. "I'm not a coward. I thought you'd know that by now." _

_Jazz slumped onto the couch, burying his face in his hands as the door closed. Shiftlock was gone. _

_"It ain't about you bein' afraid," he argued miserably with the empty room. "It's about me__ bein' afraid for you."_

xXx

_A table full of tools when flying across the service pit following an angry howl. Barricade and Knock Out's heads snapped up. Frenzy and Rumble ducked out of the way._

_Shiftlock's fury hadn't fully sated itself with such a simple act. She grabbed a chair and hurtled it against a wall, smashing it to bent and torn pieces._

_Barricade's vents popped open, fans kicking in. Knock Out chuckled in amusement at the bodyguard's reaction. "Like what you see, eh?" he asked, smiling like the turbocat that ate the cybermouse._

_The black and violet Enforcer-turned-Bodyguard smirked as he slid over a repair birth. "Nothin' prettier than an angry femme," he answered as he made his way over to Shiftlock._

_"Masochist," Knock Out snorted, going back to thumbing through a magazine of high-speed altmodes being washed and detailed._

_"Something wrong?" Barricade asked Shiftlock, folding his arms, his spikey, bulky frame fairly dwarfing her as he came to a stop nearby._

_Shiftlock's hands were balled into fists, her engine rumbling against her frame as she stared across the pit at her handwork. "We'll just call it 'stupid things Jazz says'."_

_"Oh_ really_," Barricade coolly replied, folding his arms across his chest, smirk sliding into a highly pleased smile. He'd been waiting for this moment and he wasn't about to pass it up. "What sort of stupidity are we talking about?"_

_"He thinks my being here with the Decepticons is a mistake," Shiftlock snarled, still livid, her power lines lit up brilliantly. "He says it's changing me, turning me into a killer."_

_This was too good to be true, were they on the outs? Let's make **sure** of it. "Oh, you mean you're not a sweet little tower housepet turning a blind optic to where you came from?" Barricade asked, his raspy voice burning with sarcasm. He saw a wedge of caste divide between Jazz and Shiftlock and decided to bring out the twenty-pound sledgehammer. "Guess the honeymoon's over already. What did you expect, Shift? He's a _cultural investigator_. Those fraggers _spy on civilians for the Senate_. Being a manipulative liar is part of the function."_

_SLAM. The sledgehammer came down, shredding into the stuff of Jazz and Shiftlock's bond. Her shoulders slumped with the stinging possibility inside those words, ire running down her frame like half-melted wax. Her engine hitched._

_"It's a little convenient, isn't it? Here you are, empty and nowhere to go and suddenly he comes to your rescue. You got no caste and no function and you are completely at his mercy. He gives you the white cyberknight routine pouring on his charm, even gives you a thrill teaching you to fight, and as soon as you start hanging around people that show you how deceived you are, teach you to think for yourself, he panics and wants you to stay home and keep the energon warm for when he finally gets around to coming home." Barricade did not let up. He might have actually believed in what he was saying._

_SLAM. The support structures were coming loose. Shiftlock's fingers uncurled, watching the puzzle pieces coming together in front of her and making an ugly, ugly picture._

_"Speaking of which, Soundwave says he's spending a _lot_ of time with Orion Pax. Not that the guy isn't important to the cause, but as much as they're together, you'd think Pax was Jazz's bondmate instead of you."_

_CRASH. Shiftlock suddenly lashed out and kicked a second berth across the room, tearing it off the supports. Barricade hit a nerve so raw it could be rolled with rice and served with pickled ginger and wasabi._

_"I need those, so don't break too many!" Knock Out irritably shouted from his corner of the room, looking up from his magazine. Frenzy and Rumble listened in on everything quietly, transmitting back to Soundwave._

_Shiftlock shuttered her optics and took a long, slow intake, forcing her engine into a lower gear. "I left," she said flatly._

_Barricade's engine revved faintly in response. Here was the opportunity he'd been waiting for. "If you need a place to recharge, my quarters are open. They aren't much, but you can come and go as you please. No golden strings attached."_

_Shiftlock vented slowly, looking up and over her shoulder at Barricade. The faintest hint of a smile tugged at the corner of her mouth. "I'll take you up on that offer. Decepticons should really be with their own kind."_

_The two minicons nodded to each other, skittering under the berths and into a low air vent._

xXx

_"You are being deceived!"_

_Shiftlock's copper plating, scuffed and scratched from struggles in the arena, still managed to gleam under the lights of the impromptu stage. A Decepticon rally had begun in a corner of the Dead End, the scrapyards of Polyhex, and Shiftlock had made it her personal mission to gather as many of her fellow Empties to the Decepticon cause as possible._

_"There is a way out of this hell!" she shouted to the assembled masses. "It will be a struggle - but I know you are familiar with struggle! It will require sacrifice - but I know you have already sacrificed much just to survive! It will put your very lives on the line - but I know that the existence that you - that **we** - call living, here in among the graveyards of the dead and dying - is no existence at all! We are all children of Primus, so why are we forced to suffer and starve when others live in excessive luxury, looking down on us as we expire and doing **nothing** to help their fellow Cybertronians?!" Shiftlock raised her right arm to gesture to the magnificent dwellings of the elite perched on the cliffs overlooking the smelting pits of Polyhex - the district known as Darkmount, once a cluster of castles, now a paradise for only the highest of castes._

_"Empties! Gather your strength, and press on a little further, endure a little further as only we can! There will be full tanks and warm berths, for us and for our generations, if **we transform and rise up!**"_

_Emotions stirred a roar shot up from the crowd, fists raised in salute and agreement across a multi-colored carpet of Cybertronians who had crawled from their hiding places in the Dead End to hear the offer of the Decepticon party. It was more than the functionists, enforcers or higher castes of Polyhex had ever offered them. It was a better way, in the optics of many, than selling themselves to the clinics, and risking their minds and sparks to the whims of others._

_Towards the back of the stage, behind the banners and lights, Megatron observed the crowd and the speaker with detached serenity; Barricade, Lugnut, Blackout, Soundwave, Hydrau and Knock Out flanked him on all sides, listening to Shiftlock's speech._

_"She sure knows how to charge 'em up," Knock Out commented, watching enthusiasm sweep through the Empties as Shiftlock's words hit them like a match thrown on oil-soaked rags. "Gotta hand it to you, Barricade, you picked a good one."_

_Barricade grinned, pleased by what he was seeing, focused more on the backside of the fembot than the Empties. "Doesn't hurt that she's easy on the optics."_

_Scorponok clambered up Blackout's back to the top of rotorshaft that jutted far over the gyrojet's head to get a better view. "It seems that the brand the enforcers put on her recently has only cemented her further to the cause," the minicon observed aloud._

_"Indeed," Megatron noted. He was wary of anyone that had enough charisma and speaking power to stir the masses, and Shiftlock was needling the edges of his ego. While she was of no physical threat to him, she possessed a different type of strength that might dilute the absolute control he had over his burgeoning army. He saw the potential for a protracted fight now that the council had refused to make him the rightful Prime. In order to win, his inner circle would have to turn themselves over, spark, frame and processor, unquestioningly to his will; only with such power could he overturn and root out the Senate's corruption and battle their military. He could not afford to suffer the half-committed._

_"She is nearly ready to be one of us," he continued, "but she must be refined a step further to see how deep her loyalties lie." His optics went to Barricade._

_While Barricade was one Megatron had trusted with the day to day operation of the gladiatorial arenas, and trusted even with the safeguarding of his life, he was not above being occasionally tested. The former racer and enforcer had been distracted as of late by his lust for the fembot, and while Megatron allowed Barricade the freedom to find entertaining berthmates as the mood struck, the champion of Kaon wanted to make certain that even bondmates or split sparks would terminate their other halves at his command. Loyalty to the cause - loyalty to **him** - must come first. Barricade was getting aggressively protective and possessive of Shiftlock, so Soundwave's deployers had informed him; his intentions towards the femme were clear (to all but the femme herself, it would seem). This meant that Barricade's loyalty might not be as strong as Megatron required. **  
**_

_To test them both, a pogrom was in order._

_"Barricade: What do you see when you look at the Empties?" Megatron asked the black and violet mech, his optics raising to the crowd._

_"Mainly scrap with a few good fighters scattered in the mix," Barricade quickly replied._

_"When the bombings are complete, purge them," Megatron explained. "Take note of which of them would make good recruits. Harvest the rest for energon and useful scrap. Have Shiftlock assist you."_

_Barricade cast a questioning look at his leader. "Isn't that just gonna make her blow a gasket?"_

_"That is the question, isn't it, Barricade? If she is preoccupied with the fates of a handful of glitched derelicts, she will be unsuited for the fury of what is to come." Megatron stared down at his bodyguard. "I trust you will be able to deal with her **appropriately** if she becomes problematic." The subtext was immediately clear._

_The bodyguard smirked and snorted derisively. "As if you had to ask."_

_The sirens of approaching enforcers in the distance was bringing the rally to an abrupt end, Empties quickly scattering back to their respective hiding spots. Megatron stepped down from the platform, satisfied with Barricade's answer. Shiftlock and a handful of other newer Decepticon recruits who had been on stage joined the inner circle as a pair of Insecticons opened a passageway into the underground to make good on their collective escape._

xXx

_Polyhex was settling into a temporary peace after the last of the bombings. Ratbat had turned the city over to Decepticon control, as planned. The war was on its way._

_Decepticon transport trucks were heading into the Dead End; as promised the Empties would be offered their energon and warm recharge bays. The transports were lining up in the streets, loading doors open, Decepticon guards helping direct the Empties into different transports - sorting and sifting them according to their builds and state of repair. Shiftlock had never felt more alive. Finally it was over. Finally she could do something for those she called kindred._

_"Thank you for helping me keep my word, Barricade," she said, placing an arm around him._

_"All part of the revolution," he said, curling an arm around her in turn. "It's what Megatron wants. Pretty soon the concept of an Empty will be history."_

_The first transport truck was full, the doors sealing shut as it slowly pulled out of its park, tracked treads rumbling along the streets._

_It would open again later, in Kaon, into a sea of molten metal._

xXx

_"Barricade," Shiftlock began, "I can't find Scrounge."_

_The enforcer-turned-Stunticon commando looked up from the communication terminal. "Hmm?" he asked absentmindedly, turning to look at the copper femme._

_"Scrounge. He was one of the Empties we liberated a few days ago. I wanted to check in with him," Shiftlock explained._

_"Oh! Yeah, well, he didn't make it. Some of them were pretty damaged, you know. Lingering at the edge of the Well," he said, brushing off the concern._

_Shiftlock frowned. "Scrounge was in good shape."_

_Barricade turned around in his chair. "Look," he said, spreading his clawed hands. "Some of the Empties weren't fit to be soldiers. We put them out of their misery."_

_Shiftlock took a step back, optics flashing. "What?" she hissed in utter shock. "Who decided this?!"_

_"Lord Megatron," Barricade replied smugly. Here it came, just as Megatron had predicted. It was time to put Shiftlock through her final ideological smelter, and forge her into a Decepticon war machine worthy of standing beside him in the inner circle of the elite. "We're in a war now. We can't nursemaid the weak and the sickly. Only the strong like us are going to survive."_

_Shiftlock's eyes narrowed. "I didn't become a Decepticon just to slaughter the innocent!"_

_Barricade rose from his seat. "You became a Decepticon because you wanted revenge like the rest of us. Because the Senate sentenced you to die for something beyond your control. Because those with power decided your fate for you. Because you want a better, stronger Cybertron."_

_"Not at the cost of killing those who did not deserve to die," Shiftlock protested._

_"So all those mechs you killed in the arena deserved to die? They were low-castes, outcasts and empties like you, fighting for the entertainment of others. Fighting to keep themselves alive. It didn't bother you to slaughter them then," Barricade pointed out, smirking. "You enjoyed it."_

It's changin' you, baby. You're killin' people for money now. Is that really what you wanted outta life?

It was a mistake to let you get involved with them because they are turnin' you into one of **them**.

Megatron's got you so you don't know which end is up!

_Shiftlock's countenance fell and her spark sank into her feet. He was right. Jazz was right. She had walked out and betrayed the only bot who had done her nothing but good and asked for nothing in return._

_She had to leave before things got worse._

_"That was different," she protested weakly, unable to look in Barricade's eyes. "The fighters and racers that went up against me had a choice. They had a chance."_

_"The avalanche has started, Shiftlock. It's too late for the pebbles to vote," Barricade stated, folding his arms. He could fell the uncertainty in her field and hear it in her voice. Blood was in the water, and the shark in him was circling. He was almost certain she'd run._

_"I ... I need to recharge," Shiftlock muttered, turning away from Barricade, shaken to her core. "I'm going to our quarters."_

_He waited for her get a head start before he followed._

xXx

_"Going somewhere?" Barricade asked as Shiftlock stepped outside the door of their shared quarters and into the hallway of the communications tower that served as a temporary base of operations for the Decepticon ranking officers._

_Shiftlock froze for a moment in her tracks, cold sinking into her spark as she heard the subtle menace within the rasp of Barricade's vocoder. She quickly pulled her hand away from the entrance of the doorway as the plates of the door sealed themselves automatically behind. Straightening herself she geared up inside, expecting Barricade to be capable of anything; nevertheless she'd made up her mind - she had to get out of here._

_"I thought you said I was free to come and go as I please, no strings attached?" She asked, meeting his stare, mentally digging in her heels. The tension was thick between them and their fields crackled against each other with unspoken promises of violence, Barricade invading her personal space, stepping close enough that she could hear the thrum of his engine beneath his plates. Her back was to the wall in more ways that one as he slammed the palms of his hands against the wall on either side of her._

_She didn't flinch._

_"I said golden strings," Barricade purred, leaning down, optics glittering beneath violet surfaces. "I wasn't going to buy your affection like the high-caste."_

_His right hand went to cup the side of her face, the tips of his claws ticking against the black plates of her helm and audioceptors, one slipping under her chin. The sharp curve of his smallest finger pressed against a fuel line in her neck._

_"You can mentally check out of this relationship any time you want. Physically is another matter altogether," he whispered huskily, jerking her head up towards him. "I've acquired a taste for you, sweetheart. You desert now, and Megatron'll make me snuff out your spark." Barricade pinned Shiftlock to the wall with his body, leaning in as if to kiss her, whispering against her lips, "You won't be much fun if you're not lively."_

_Shiftlock's engine hitched. She'd suspected Barricade had a dark streak from the start, but the mask was slipping; this was no revolutionary stepping too far over the line for the sake of freedom. This was a twisted monster who wanted war as a license to indulge in making others suffer. Her spark loathed him instantly._

_She modified her field, faking excitement and arousal. "You want me that much?" she panted against his mouth, pressing her hands against the wall behind her, hooking a leg around his torso._

_Barricade's engine revved loudly as he chuckled, moving his hand from her face to her hip. "All the time," he growled possessively._

_Shiftlock dug her fingers into the wall. "Life's gonna be hard for you then, honey," she moaned mockingly._

_Drawing her legs up to her chest in a flash, bracing her feet against Barricade's torso, the copper fembot THRUST outwards, putting every ounce of her strength into the kick, straightening her body as she released like a coiled spring as Barricade's claws left gashes along her hip and thigh. The Decepticon enforcer roared in surprise, flying backwards through the hallway, sliding along the ground on his back; his eyes widened at the sound of transformation and the flash of Shiftlock's headlights; he struggled to get up -_

_BASH!_

_Shiftlock rolled over Barricade, dragging him along the hall, tearing off portions of plating from his back as she ground him across the flooring, streaking down the hallway and picking up speed, crashing through the doorway at the end and out into the streets._

_The mech turned himself over, coughing up a splatter of energon before bursting into maddened laughter, violet eyes glowing bright. "Such a tease," he wheezed around torn lips._

xXx

_"Prahm, we gotta single Decepticon comin' in through the tunnels under Kalis," Ironhide said as he looked up from the screen._

_"Think it could be a saboteur?" Ratchet asked, looking over Ironhide's shoulder._

_"If it is, they're the worst saboteur in the Decepticon army. They're doing nothing to hide themselves and they're ignoring the power conduits," Prowl pointed out._

_Optimus Prime considered the screen, stroking his faceplate thoughtfully. "Do you detect any energy readings that could indicate the presence of explosives?"_

_"Nothin'. Not even a weapon signature," Ironhide replied, sounding puzzled. "-Hold on, they're sendin' a message."_

_"What does it say?" Prime asked._

_"They want to see Jazz," Ironhide replied, turning in his seat to look at Optimus._

_Jazz's engine skipped a revolution. No weapons, coming in alone through the underground, looking for him- "I think I know who it is. Optimus, I gotta take this one. Send me in."_

_"All right, Jazz. Be careful," Prime nodded, but Jazz was already halfway out the door._

xXx

_He was almost on top of the signal. Jazz transformed, shutting off his lights and letting the minimal emergency illumination of the underground tunnels mask his approach. There was, after all, always the possibility it was a trap. He was half in overdrive, hope, fear and combat readiness mixing and churning through his spark._

_Turning a corner, he laid eyes on a copper and black figure leaning against the wall, holding a side wound with a mild energon leak. It was her._

_"Shiftlock?" he asked weakly, waiting for the other shoe to drop, fearing the worst, that she was here to bait him. That she'd fully given herself to the Decepticon cause and was ready to lure him to his death._

_"Jazz?" she asked back, equally unsteady, her vocoder warbling with emotion. She felt guilty. Stupid. She wondered if now, on opposite sides of the war, he would treat her as an enemy and destroy her here and now. At least it would be by his hand, and not Barricade's._

_"You're hurt," he said, approaching cautiously._

_"Barricade didn't want me to leave," Shiftlock explained. "But I wasn't going to take no for an answer."_

_"So you're ...?"_

_"I was an idiot, Jazz. I was wrong. I was ..."_

_Shiftlock began to weep._

_That was all Jazz needed to hear. Risk be damned, his spark ached for her; he rushed over and pulled her into his arms, cradling her close. "You're back and that's all that matters to me," he soothed._

_"I thought I was doing the right thing!" Shiftlock sobbed. "I wanted to save the Empties and - and they -!"_

_"Shh, don't think about that now," Jazz whispered, trying to quiet her. "Let's get you home. Your **real** home."_

_*Jazz, status report,* Prime radioed, checking in on his special operations commander - and friend._

_*It's all right Prime. Just a lost boltlamb findin' her way back to the fold,* Jazz replied over the comm, capturing his mate's lips in a long-awaited kiss._

* * *

******Next Chapter: Battle for The Protoforms!**


	6. Chapter 5

**Music:**

**Final Lap - Redshirt Theory (Barricade Theme)**

**Enemy Crush - Skrip Breaks**

**Voodoo People (Pendulum Mix) - The Prodigy**

**Show No Tears (Basilisx Theme) - NemesisTheory**

* * *

"Bee, High-Low maneuver, now!" Jazz shouted.

Bumblebee's tires smoked as he accelerated as fast as possible; at the same time Jazz's right hand retracted into his forearm, an energy grappling cable shooting out and hooking onto Barricade's upper left shoulder. Jazz pulled as hard as possible, ripping the Decepticon forward as Bumblebee sped under him, knocking into the Saleen's legs as they drug over the top of the Bumblebee's hood. Barricade landed hard on his stomach as the Scout's tires squealed in the distance, echoing off the hallway's walls.

_*Looks like the protoforms aren't for the two-wheeler_,* Blackout said over the Decepticon open frequency.

Barricade snaked his hand around the energy grapple, wrapping it around his arm, never once taking his optics off Jazz. His clawed fingers closed around the warm glow of hard plasma, the blue-white crackle of physics-defying solid energy strobing flickers of light across his face, arm, shoulder, torso. He pulled on it slowly, the talons of his other hand sinking themselves into the floor.

"So you're here for protoforms," the Decepticon rasped with an evil glint in his optics. "And it's not for Arcee. That means it's either for the Velocitronian, or our beloved Shiftlock."

Jazz's face hardened, every servo and motor in his body shifted into high gear, waiting for the attack that he knew was coming. The line of the grapple stretching between his handless right arm and Barricade's fist was as tense as the air between them. "And what makes you think I'm gonna let you know either way?" he asked in a silken tone hiding razors beneath its surface.

"It'll come out eventually," Barricade purred. "Y'know, I should just tell the others to let the scout make it out just fine and finish you off here and now so I can pick up where I left off with your mate." He let the threat hang between them for a split second before adding, "Or maybe I'll start fresh if she has any daughters."

It took all of Jazz's concentration to keep from lashing out in blind rage at that comment. The thought of Barricade doing anything to any sparkling of his - let alone his mate - was enough to make the coolest of cool cats lose control in a spectacular way. The only hint that Barricade was getting under his mesh was the disgusted curl of his upper lip.

...

Bumblebee sped out of the Harbinger onto the dry dust of the open field. Internally he rooted for Jazz, concerned that in such tight quarters the special operations commander would have his hands a little _too_ full with Barricade. He pushed the worry out of his processors to focus on the task at hand: getting the protoforms in his trunk to safety through the groundbridge. With the precious, fragile cargo in his trunk, he was unable to transform - he would be a sitting duck unless he could get back to base, and soon.

*_This is Bumblebee to Headquarters. Jazz is engaged with Barricade, cargo in possession. I am in need of an immediate groundbridge so I can unload and get back into the fight!_* he warbled over the comm line. He could see Arcee struggling to get to her feet and Blackout far too close for his liking. *_Hurry, because Arcee is down!_*

...

The grapple line lurched forward, pulling Jazz off his feet. He had forgotten exactly how strong Barricade was (Or maybe it was the thought of vengeance and victory adding power to the Con's engines?); in either case, the Porche had woefully underestimated the power in Barricade's limbs. Quickly disintegrating the energy grapple back into his arms, Jazz rolled over onto his side to try to right himself in one slick move, but the Saleen was on top of him before he could jump to his feet. With Barricade pinning him to the ground by straddling his waist, Jazz brought his arms up to protect the center of his body, the housing of his spark, and he was not a moment too soon: Barricade thrust the talons of his right hand downwards for a killing strike, only to impale Jazz's right forearm. Luminescent blue energon dribbled from the punctures and tips of the Decepticon's claws onto Jazz's torso, the razor-sharp points grazing paint off the trapped Autobot as they struggled.

Jazz choked back a cry of agony, pain intensifying his cpu speed as overdrive hit him, electronic adrenaline, his body gearing up for fight or flight. With Barricade's arm lodged in his own, the Porche jabbed a swift, cruel jab to the side of Barricade's face.

...

*_The two-wheeler is down. Knock Out, move to my position. Let's make certain she's kept down_,* Blackout radioed.

Crawling up onto her knees, Arcee forced herself to move. She could feel the earth shaking under Blackout's steps as the black Pave-Low made his way towards her like a predator meandering towards a sure kill. Whipping her head around to fix on the Con's position, she saw his right arm raise, hand retracting into gauntlet as the barrel of a railgun extended from the wrist socket, ammo belt sliding out and dangling free.

She could see the muzzle flash. There was no time to try to transform. There was only time to run.

Bullets whizzed past her as the force of her will urged wobbly legs to pound against loose, rocky dust, hurling her towards the safety of a large granite stone erupting out of the valley floor. Puffs of dirt exploded behind her, hot on her heels; one slip and she would disintegrate, her body eaten up by hundreds of armor-piercing bullets. She could feel the painful stings of near-misses nipping at her legs, back and the edges of her arms as she leapt forward and slid behind the protective stone. The plik-plik-plik of rock being chipped away persisted only briefly afterwards. Arcee vented heat quickly, reaching up to wipe a trickle of energon away from her optics as it slowly pulsed from a shothole across the left upper side of her helm.

A brief respite of ammunition gave way to the sound of transformation. Scorponok leapt upwards from his position against Blackout's back and dove towards the ground, disappearing with the scream of a high-powered drill.

...

"Arcee!" Jack shouted as he jumped up from his chair.

"Don't worry, I'm on it," Smokescreen said as he pulled down the level on the groundbridge controls. The green vortex of energy spiraled open into the access tunnel.

Bulkhead pounded his fist into his other hand, moving away from the emergency berth. "I'm tagging in. It's time to end this, _Wrecker style_."

...

Knock Out weighed his options carefully.

Despite the fact that Blackout and Barricade had been loyal bodyguards to Megatron through the initial revolution while Knock Out had only been a medic among the inner circle, Knock Out held a greater command rank on this mission than either of the brute brawlers. Oh sure, Blackout and Barricade were effective warriors and they were handling the situation quite well, but Knock Out was brighter than both of them and could assess the potential outcome of the situation. With Barricade effectively AWOL in his battle with Jazz, Bumblebee racing to an open groundbridge and Blackout focused on Arcee, he knew that any chance of preventing the Autobots from getting a few protoforms was long gone. Megatron was going to be angry - but perhaps he could keep this mission from being a total loss in the form of a captive.

Speeding across the dust, Knock Out crossed Bumblebee's trail just fractions of a second behind the yellow Urbana 500, headed towards Blackout and Arcee.

...

The dirt behind Arcee exploded, showering her in pebbles and sand and cloaking her vision in a cloud of dust. She felt the weight of Scorponok against her back, six clawed limbs clamping her arms to her sides and a long, thin tail wrapping around her left thigh, preventing her from transforming. She grunted, trying to free herself, but the deployer was stronger. She couldn't move.

"Not a good situation to be in," Knock Out purred, sliding to a stop and transforming a short distance away, energon prod in hand. Blackout kept a close watch on the situation to make certain Scorponok would have backup if necessary, but kept one eye on the ground bridge as the Autobot scout vanished into the vortex a moderate distance away. Arcee glowered at Knock Out, still struggling to get free, even as the red Aston Martin stepped menacingly towards her, giving the spear in his right hand a jaunty twirl.

"The damage isn't too bad," Knock Out mused, assessing the fembot's injuries with a roving eye. "I think she's still usable." He lowered the tip of the spear and pointed the cracking end towards Arcee's neck. "Fair trade, I'd say. Looks like part of your mission is going to be a success, which means you get a new recruit. Our numbers need bolstering however, and since there's more protoforms on the ship, we just need someone to generate for us, if you catch my drift."

Arcee's eyes grew wide. "Get fragged!" she snapped.

"Maybe later," Knock Out grinned, jamming the tip of the shock prod into Arcee's neck.

...

Bumblebee roared out of the groundbridge, sliding to a stop and beeping rapidly, popping open his trunk.

"He's got the protoforms!" Raf exclaimed excitedly.

"We have to hurry and unload them!" Ratchet said, rushing over to the trunk. "Bulkhead, get going through that bridge! Leave your comm line open so we can keep track of what's going on, with Blackout present we could lose communications at any time."

"Go kick some tailpipe!" Miko cheered, pumping a fist into the air.

Bulkhead chuckled and grinned skewly. "You got it Miko!" He rushed forward through the open bridge, vanishing into the light with a flash.

With utmost care, Ratchet's hands went into the trunk of the Urbana, lifting out a silvery bean-shaped object cradled in both hands. "They're live and ready to go," he said in a hushed, almost reverent tone. "I'll reset the others into stasis, but I need to get this one over immediately."

"June, Jack, Miko, Raf, you might want to come see this," Shiftlock offered, a warm smile on her lips. "You're about to witness the first Cybertronians generated on Earth. Go ahead and show them the protoform, Ratchet."

"If that's what you want," Ratchet replied. He smiled in spite of himself; it had been a very long time since he had been able to help a generating mother bring new sparks into the universe, and while the conditions were less than ideal, for a moment, there was a joyous respite from the war that continued to pursue the Cybertronian race wherever it went. Kneeling down, Ratchet held open his hands, the humans approaching to have a look at the tiny, shimmering object nested between the medic's two palms.

"It looks like a baby," Raf noted aloud.

"It's so tiny!" June gushed, her face lighting up, finding the little being tucked inside the quicksilver membrane impossibly cute.

"Tiny? It's still bigger than I am!" Miko pointed out. "But it's still cute."

"It's still small in comparison," Jack added. He couldn't help but be caught up in the mood either. The little humanoid figure curled inside looked as if it were the Cybertronian equivalent of a baby doll.

"Are you going to be comfortable opening your frame with everyone here?" Ratchet asked Shiftlock, prepared to shoo people out of the room like a medical professional of the 1950's. Out to the waiting room to pace the floor until the announcement came!

Smokescreen continued to steal glances over at the event while still paying attention to the communications array and ground bridge controls.

"Go ahead," Shiftlock replied, "I've had it ripped open on the battlefield, I think having it open this way is preferable to that."

Ratchet nodded, rising up from his crouch and letting Shiftlock cradle the protoform with her good arm; she mentally triggered the release of the plates over her frame. Gently Ratchet lifted and pushed the frame plates aside, exposing the spark beneath.

The brilliantly glowing spark inside of the fembot was whirling with prismatic color, shaped irregularly (Miko would note later it resembled Mickey Mouse's head) thanks to the two other, smaller sparks nearly ready to split off. Ratchet picked up the protoform, and held it over the exposed frame. Gingerly the topmost spark bud separated itself, searching upwards. The membrane around the protoform retracted and the plates on the center of its torso opened, the empty socket beckoning the new life forward, to its new home. Floating like a dandelion seed on the wind, the little spark traveled upwards and into the waiting socket, plates closing over. The eyes of the protoform lit up, along with tiny red power lines along its form. Ratchet returned the protoform to the crook of Shiftlock's arm, nestled beside her.

"Is it going well?" June asked as Ratchet went back to Bumblebee, taking out the second proform of the six.

"I'm happy to say it is. The first spark is linking up to its new body. It will take a little time before its fully aware." Ratchet brought the proform over, holding it over Shiftlock's frame, the second spark budding off and floating into the tiny body. It activated successfully, blue lines tracing over its little body, placed on Shiftlock's other side. Ratchet looked over Shiftlock's spark frame and its contents.

"Everything's just fine," he announced to the orange and black femme, reassuring her as he closed up her frame plates. "Congratulations."

"Thank you," Shiftlock said, taking a moment to recover. "But don't waste time on me, get the rest of the protoforms out of Bee. We need to bring everyone back in one piece, especially their father."

...

Barricade's head snapped to the side. Jazz's fist shattered the side of his helmet and tore part of his cheek away from the framework beneath. His optic burst outwards in a shatter of crystal and energon.

This did not deter him from the goal that tantalized him with its proximity. He'd waited vorns for the opportunity to tear Jazz apart, the seed of petty envy sprouting and developing into a consuming vine of murderous rage. Steeling himself through the pain he grabbed hold of Jazz's other hand, white armor caving in around internal structures from the strength of Barricade's grip. Dragging Jazz upwards with him as he stood, he pivoted to the right and SLAMMED Jazz into the side of the Harbinger's hallway. The windshield on the Porche's back shattered into a million glittering fragments, door-wings joints stressed passed their limits, bent forward; his systems screamed damage at him, nearly overwhelming his processes and leaving him dizzy. His vents spat energon mist from internal injuries.

Barricade laughed, optic bright, the remains of his face twisted into a demonic leer. "You're not going home today. I'm gonna tear you open and send your sparkless frame back to Shiftlock."

"Yeah, we'll see about that," Jazz rebuffed. He pushed himself away from the wall and turned to run, to distance himself from Barricade, maybe to get enough distance to transform, though his transformation sequence took longer than most. His efforts to escape were short lived - Barricade lunged forward and grabbed Jazz by the heel, jerking the Porche off his pedes with a heavy thud against the Harbinger's floor.

"Oh no you _don't_!" Barricade hissed, seizing hold of the other foot and digging in his claws, dragging Jazz along the floor as he got to a stand. "You're **mine**!"

...

Bulkhead stormed out of the groundbridge, hands already shifted into morning stars, roaring a battle cry. Blackout detected him immediately, turning and training his railgun on the enormous green target in front of him, and began firing on the Wrecker. Bulkhead turned and charged forward towards Blackout, raising one enormous mace over his head, his armor pockmarking from the storm of metal slugs pinging off his upper body. The mesh of his upper arm was being shredded by the spray of bullets as he swung the mace towards Blackout; the heavy studded ball smashed into the barrel of the gun, crumpling it like a wad of paper. Bullets already loaded into Blackout's arm by the belt-feeding mechanism detonated, ripping open the titan's arm in an explosion of backed up ammunition. Blackout howled in agony, stepping back and cradling the stump of his arm as it spurt energon from freshly opened lines.

"ENOUGH!" snarled Knock Out over the noise. "DROP YOUR WEAPON, BULKHEAD, OR ARCEE DIES!"

Bulkhead's head shot over towards the sound of the noise; there Knock Out had Arcee, unconscious, pinned under his foot. Scorponok, holding fast to Arcee's neck and upper body, had his stinger poised over Arcee's torso, a bladed lance at the end of his tail ready to lance through the incapacitated femme's spark.

He wouldn't be fast enough to save her. Bulkhead transformed his weapons back into his hands, and raised them over his head in surrender.

...

"Neither of you are going anywhere!" Ratchet snapped at Smokescreen and Bumblebee. "If you try to go through that groundbridge right now they might kill Arcee. You'd only be risking her life or adding yourselves to the list of hostages on the field!"

"But we can't leave them, who knows what the Cons'll do to them!" Smokescreen protested. "I can use the phase shifter and-"

"-And they'd still see you coming!" Ratchet argued. His hands balled into fists. "There's nothing we can do for them right now."

"Bulkhead knew the risks going in," Shiftlock said sternly, "and you can bet that if there was any chance of getting them out of there right now _I'd_ be going in with you!"

"Oh no you_ wouldn't_!" Ratchet retorted. He pointed a finger at Shiftlock. "You aren't going **anywhere** until those protoforms are up and moving around, they need you more than the battlefield does. On that note you are on enforced medical leave until I say otherwise!"

Shiftlock spluttered. "What?!"

"An excellent suggestion," Optimus Prime's voice said over the communications panel. "Ratchet, we're two minutes away from the base. Open a channel to the Decepticons. We'll see if Megatron is willing to negotiate."

* * *

**Planning combat scenes is terrific fun, but more time consuming. To be continued in the next episode!**


	7. Post-Episode Author's Note

**AUTHOR'S NOTE**

"**Life in the Dead End**" is a fanfic written as a single episode in a series of episodes that makes up a fan-made fourth season of Transformers Prime, titled "**Invasion**". If it seems like the fic ends on a cliffhanger, that's because it's intended to be continued in the next episode, titled "**Hostages**".

I didn't want those who were waiting to see how the story resolved, especially the guests whom I couldn't contact, thinking I'd abandoned the fic.


End file.
